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SOC 2 TYPE II Certified · HIPAA · PCI DSS · WCAG 2.2 AA · Trust.TruCentive.com
Unclaimed rewards returned to you
Support | 415-386-8600
REFERRAL COMMISSION AGREEMENT
TruCentive, Inc.
This Referral Commission Agreement (hereinafter “Agreement”) is entered into as of the date last signed below (the “Effective Date”) by and between TruCentive, Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal place of business at 9450 SW Gemini Dr PMB 53694 Beaverton, Oregon 97008 (hereinafter “TruCentive”), and the individual or entity identified in the signature block below (hereinafter “Referral Partner”).
TruCentive and Referral Partner may be referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, TruCentive operates a software-as-a-service platform that enables organizations to manage, fulfill, and deliver incentive programs, gifts, and rewards (the “Platform”);
WHEREAS, Referral Partner desires to refer potential customers to TruCentive in exchange for the opportunity to earn referral commissions, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
As used in this Agreement, the following terms shall have the meanings set forth below:
2.1 “Annual Subscription Fee” means the total recurring subscription fees charged by TruCentive to a Qualified Customer for access to the Platform during a twelve-month subscription period, excluding taxes, setup fees, professional services fees, and any other non-recurring charges.
2.2 “Commission Period” means, with respect to any Qualified Customer, the two-year period commencing on the date that Qualified Customer first pays an Annual Subscription Fee to TruCentive or first adds funds to their account on the Platform, whichever occurs first.
2.3 “Delivery Fee” means the fees charged by TruCentive for physical or digital deliveries fulfilled through the Platform on behalf of a Qualified Customer, as determined by TruCentive in its sole and absolute discretion.
2.4 “Qualified Customer” means a third-party entity or individual that: (a) has been referred to TruCentive by Referral Partner in strict accordance with the procedures set forth in this Agreement; (b) is not, at the time of referral or at any time during the preceding twelve (12) months, an existing customer of TruCentive; (c) is not, at the time of referral, actively engaged in discussions with TruCentive’s internal sales personnel or any other referral partner; and (d) enters into a paid subscription agreement with TruCentive within six (6) months after a Referral (as defined below), which agreement is determined by TruCentive in its sole discretion to be directly attributable to Referral Partner’s Referral.
2.5 “Referral” means an introduction or recommendation, made in accordance with Section 3 of this Agreement, of a prospective customer to TruCentive.
2.6 “Year One” means the first twelve-month period of a Qualified Customer’s Commission Period.
2.7 “Year Two” means the second twelve-month period of a Qualified Customer’s Commission Period.
3.1 Submission of Referrals. To submit a Referral, Referral Partner must provide TruCentive with written notice via the contact method or form designated by TruCentive from time to time, which may include email to a designated address, submission through a partner portal, or such other method as TruCentive may specify. Each Referral submission must include, at a minimum: (a) the full legal name of the prospective customer; (b) the prospective customer’s primary business address; (c) the name, title, and contact information of the Referral Partner’s primary contact at the prospective customer; and (d) a brief description of the prospective customer’s potential use case or interest.
3.2 Acceptance of Referrals. TruCentive reserves the right, in its sole and absolute discretion, to accept or reject any Referral submitted by Referral Partner. TruCentive will endeavor to notify Referral Partner of its acceptance or rejection of a Referral within ten (10) business days of receipt; however, failure to provide such notification within that period shall not constitute acceptance or acknowledgement that such referral would have been a Qualified Customer Referral for purposes of this Agreement. A Referral shall be deemed accepted only upon TruCentive’s express written confirmation.
3.3 Conflict and Priority. In the event that a prospective customer has been referred to TruCentive by more than one referral partner, or is actively in discussions with TruCentive’s sales team, TruCentive shall determine, in its sole and absolute discretion, which referral, if any, shall be recognized as a Qualified Customer Referral for purposes of this Agreement. TruCentive’s determination shall be final and binding.
3.4 No Guarantee of Commission Eligibility. Submission of a Referral, or even TruCentive’s acceptance of a Referral, does not guarantee that a commission will be earned or paid or that the referred customer is a Qualified Customer. A commission becomes potentially payable only upon the occurrence of all conditions precedent set forth in this Agreement and at the sole discretion of TruCentive as described herein.
4.1 Subject to all terms and conditions of this Agreement and TruCentive’s sole discretion as described herein, TruCentive may pay Referral Partner the following commissions with respect to Annual Subscription Fees paid by a Qualified Customer. To be eligible for commissions, a Qualified Customer must have at least $20,000 in annual subscription and delivery fees:
(a) Year One Subscription Commission: Ten percent (10%) of the Annual Subscription Fee paid by the Qualified Customer during Year One of the Commission Period.
(b) Year Two Subscription Commission: Five percent (5%) of the Annual Subscription Fee paid by the Qualified Customer during Year Two of the Commission Period.
(c) No commissions shall be payable with respect to any subscription fees paid after the expiration of the Commission Period, regardless of whether the Qualified Customer remains a TruCentive customer.
4.2 Delivery Fee Commissions. Subject to all terms and conditions of this Agreement and TruCentive’s sole discretion as described herein, TruCentive may pay Referral Partner the following commissions with respect to Delivery Fee generated by a Qualified Customer’s activity on the Platform:
(a) Year One Delivery Fee Commission: Ten percent (10%) of the Delivery Fee attributable to deliveries made through the Platform on behalf of the Qualified Customer during Year One of the Commission Period.
(b) Year Two Delivery Fee Commission: Five percent (5%) of the Delivery Fee attributable to deliveries made through the Platform on behalf of the Qualified Customer during Year Two of the Commission Period.
(c) No commissions shall be payable with respect to Delivery Fee generated after the expiration of the Commission Period.
4.3 Commission Calculation. All commissions shall be calculated based on amounts actually received by TruCentive from the Qualified Customer, net of any refunds, chargebacks, credits, or adjustments. Delivery Fee shall be calculated by TruCentive in accordance with its standard accounting practices, as determined in TruCentive’s sole and absolute discretion, and TruCentive’s calculation shall be final and binding.
5.1 Discretionary Nature of Commissions. REFERRAL PARTNER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE PAYMENT OF ANY COMMISSION UNDER THIS AGREEMENT IS ENTIRELY WITHIN THE SOLE AND ABSOLUTE DISCRETION OF TRUCENTIVE. TRUCENTIVE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT ANY COMMISSION WILL BE EARNED OR PAID. The inclusion of a commission structure in this Agreement reflects TruCentive’s current intent with respect to compensation for referrals, but does not create any obligation, entitlement, or legal right to payment on the part of Referral Partner.
5.2 Discretionary Factors. Without limiting the generality of Section 5.1, TruCentive may, in its sole and absolute discretion, for any reason or no reason, decline to pay any commission, or reduce any commission amount, including (without limitation) if TruCentive determines:
6.1 Payment Schedule. To the extent TruCentive elects, in its sole and absolute discretion, to pay commissions pursuant to this Agreement, such commissions shall be calculated and paid on a quarterly basis, within forty-five (45) days after the end of each calendar quarter in which the applicable subscription fees or Delivery Fee were received by TruCentive.
6.2 Minimum Payment Threshold. TruCentive reserves the right to withhold payment of any commission amounts that, individually or in aggregate for any given quarter, are less than one hundred dollars ($100.00 USD), and to carry such amounts forward to the next quarterly payment period.
6.3 Payment Method. Payments shall be made in United States Dollars via the payment method designated by TruCentive from time to time. Referral Partner shall provide all information necessary to facilitate payment, including without limitation a completed IRS Form W-9 (or W-8 series form for non-U.S. persons) prior to any payment being made.
6.4 Taxes. Referral Partner shall be solely responsible for all taxes, assessments, and withholdings imposed by any governmental authority on commissions received under this Agreement. TruCentive shall have no obligation to gross up any payments or reimburse Referral Partner for any tax liability. TruCentive may withhold taxes from payments as required by applicable law.
6.5 Disputed Amounts. If Referral Partner disputes any commission calculation, Referral Partner must provide written notice to TruCentive of the disputed amount within thirty (30) days of the date of the applicable commission statement. Failure to provide timely written notice shall constitute Referral Partner’s acceptance of the commission calculation as final and binding. TruCentive’s determination of any disputed amount shall be final and binding.
7.1 Right to Modify. TRUCENTIVE RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO MODIFY, AMEND, SUPPLEMENT, OR TERMINATE ANY PROVISION OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE COMMISSION RATES, COMMISSION STRUCTURE, PAYMENT TERMS, AND QUALIFICATION CRITERIA, AT ANY TIME AND WITHOUT PRIOR NOTICE TO REFERRAL PARTNER. Such modifications shall be effective immediately upon TruCentive’s determination to implement them, or upon such later date as TruCentive may specify.
7.2 Notification of Modifications. TruCentive will endeavor to provide Referral Partner with notice of material modifications to this Agreement via email to the address on file with TruCentive; however, TruCentive’s failure to provide such notice shall not affect the validity or enforceability of any modification. Referral Partner’s continued submission of Referrals following any modification shall constitute Referral Partner’s acceptance of such modification.
7.3 Termination by TruCentive. TruCentive may terminate this Agreement at any time and for any reason or no reason, with or without notice to Referral Partner. Upon termination, TruCentive’s obligation to pay commissions on Referrals submitted prior to the termination date shall be determined in TruCentive’s sole and absolute discretion, and no commissions shall be payable for any period following the effective date of termination, regardless of whether any Qualified Customer continues to subscribe to or use the Platform.
7.4 Termination by Referral Partner. Referral Partner may terminate this Agreement upon thirty (30) days’ prior written notice to TruCentive. Commissions on Qualified Customers whose Commission Period was ongoing as of the termination date shall cease to accrue as of the effective date of termination, unless TruCentive elects, in its sole discretion, to continue paying such commissions.
7.5 Effect of Termination. Upon termination of this Agreement for any reason: (a) Referral Partner shall immediately cease representing itself as a TruCentive Referral Partner; (b) all licenses and authorizations granted hereunder shall immediately terminate; and (c) provisions that by their nature should survive termination, including Sections 5, 8, 9, 10, 11, 12, and 13, shall survive.
8.1 Compliance with Law. Referral Partner shall, at all times, comply with all applicable federal, state, local, and international laws, regulations, and rules in connection with its activities under this Agreement, including without limitation anti-bribery and anti-corruption laws, data privacy laws, and laws governing the making of representations about TruCentive’s products and services.
8.2 Accuracy of Representations. Referral Partner shall make only accurate and truthful representations about TruCentive, the Platform, and TruCentive’s products and services to prospective customers. Referral Partner shall not make any representation, warranty, or guarantee to any prospective customer that is inconsistent with or in addition to TruCentive’s official marketing materials, without TruCentive’s prior written consent.
8.3 No Authority to Bind. Referral Partner has no authority to negotiate, accept, or execute any agreement on behalf of TruCentive, or to make any commitment or representation that is binding on TruCentive. Referral Partner is an independent contractor, not an employee, agent, joint venturer, or partner of TruCentive.
8.4 No Conflicting Obligations. Referral Partner represents and warrants that it is not subject to any agreement, obligation, or restriction that would conflict with or impair its performance under this Agreement.
8.5 Disclosure. Referral Partner shall clearly disclose to any prospective customer that it is a referral partner of TruCentive and that it may receive compensation in connection with any resulting business relationship, to the extent required by applicable law or regulation.
8.6 Pre-Referral Confirmation and First Meeting. Prior to submitting any Referral pursuant to Section 3.1, Referral Partner shall confirm, to the best of its knowledge and after reasonable inquiry, that the prospective customer is not, at the time of referral or at any time during the preceding twelve (12) months, an existing customer of TruCentive, and is not actively engaged in discussions with TruCentive’s internal sales personnel or any other referral partner. By submitting a Referral, Referral Partner represents and warrants that it has conducted such confirmation. In the event that Referral Partner determines, following such confirmation, that no such existing engagement exists, Referral Partner shall be responsible for arranging and facilitating the initial introductory meeting between the prospective customer and TruCentive prior to or in connection with the submission of the Referral.
9.1 Confidential Information. Each Party may have access to information that is confidential and proprietary to the other Party (“Confidential Information”). Confidential Information shall include, without limitation, this Agreement and its terms, commission rates and payment amounts, customer lists, business plans, technical data, financial information, trade secrets, and any other information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
9.2 Obligations. Each Party agrees to: (a) hold the other Party’s Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party without the prior written consent of the disclosing Party; and (c) use such Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.
9.3 Exceptions. Confidentiality obligations shall not apply to information that: (a) is or becomes publicly known through no fault of the receiving Party; (b) was rightfully known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (d) is required to be disclosed by law or court order, provided that the receiving Party provides prompt written notice to the disclosing Party and cooperates with any effort to seek a protective order.
10.1 TruCentive IP. Referral Partner acknowledges that TruCentive owns all right, title, and interest in and to TruCentive’s trademarks, service marks, trade names, logos, copyrights, patents, trade secrets, and all other intellectual property rights (collectively, “TruCentive IP”). This Agreement does not grant Referral Partner any license or right to use any TruCentive IP except as expressly authorized in writing by TruCentive.
10.2 Limited License. TruCentive hereby grants Referral Partner a limited, non-exclusive, non-transferable, revocable license to use TruCentive’s name and approved marketing materials solely for the purpose of identifying itself as a TruCentive Referral Partner and making introductions as contemplated by this Agreement. TruCentive may revoke this license at any time, in its sole and absolute discretion.
11.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 AGGREGATE LIABILITY CAP. TRUCENTIVE’S TOTAL AGGREGATE LIABILITY TO REFERRAL PARTNER ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, SHALL NOT EXCEED THE TOTAL AMOUNT OF COMMISSIONS ACTUALLY PAID BY TRUCENTIVE TO REFERRAL PARTNER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
Referral Partner shall indemnify, defend, and hold harmless TruCentive and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Referral Partner’s breach of any representation, warranty, covenant, or obligation under this Agreement; (b) Referral Partner’s negligence or willful misconduct; (c) any misrepresentation made by Referral Partner to any prospective or actual customer; or (d) Referral Partner’s violation of applicable law.
13.1 Independent Contractor. Referral Partner is an independent contractor of TruCentive. Nothing in this Agreement shall be construed to create an employment, agency, joint venture, or partnership relationship between the Parties. Referral Partner shall have no authority to bind TruCentive in any manner.
13.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
13.3 Dispute Resolution. Any dispute arising out of or related to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, before a single arbitrator. The arbitration shall be conducted in Palo Alto, California. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
13.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof.
13.5 Amendment. Subject to TruCentive’s right to modify this Agreement pursuant to Section 7.1, no amendment or modification of this Agreement shall be binding unless made in a written instrument signed by duly authorized representatives of both Parties.
13.6 Waiver. No waiver by either Party of any breach or default of any provision of this Agreement shall be deemed a waiver of any subsequent breach or default, nor shall it affect the other terms of this Agreement.
13.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable.
13.8 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by nationally recognized overnight courier; or (c) sent by email to the email address on file with TruCentive, with confirmation of receipt. Notices to TruCentive shall be sent to 1950 University Ave., Suite 230, Palo Alto, California 94303s].
13.9 Assignment. Referral Partner may not assign, transfer, or delegate any of its rights or obligations under this Agreement without TruCentive’s prior written consent. TruCentive may assign this Agreement freely, including in connection with a merger, acquisition, or sale of substantially all of its assets, without Referral Partner’s consent. Any purported assignment in violation of this provision shall be null and void.
13.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective permitted assigns, and shall not create any rights in any third party.
13.11 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or digital signatures shall be deemed valid and binding to the same extent as original signatures.
13.12 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.
13.13 Force Majeure. Neither Party shall be in default under this Agreement as a result of any delay, failure in performance, or interruption resulting from causes beyond such Party’s reasonable control.
BY ENTERING A REFERRAL BELOW, EACH PARTY ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE PROVISION THAT THE PAYMENT OF ANY COMMISSION IS WITHIN THE SOLE AND ABSOLUTE DISCRETION OF TRUCENTIVE AND MAY BE MODIFIED OR TERMINATED AT ANY TIME.
