REFERRAL PARTNERSHIP

PLEASE READ THE TERMS AND CONDITIONS OF THIS REFERRAL PARTNERSHIP AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE PARTICIPATING IN THE REFERRAL PARTNERSHIP PROGRAM. 

IF THE PARTNER IS LOCATED AND OPERATING WITHIN THE TERRITORY OF INDIA, THE CONTRACTING PARTY WILL BE SPRINTO TECHNOLOGY PRIVATE LIMITED. IF THE PARTNER IS LOCATED AND OPERATING OUTSIDE THE TERRITORY OF INDIA, THE CONTRACTING ENTITY WILL BE SPRINTO INC. BOTH SPRINTO TECHNOLOGY PRIVATE LIMITED AND SPRINTO INC SHALL BE REFERRED TO AS “SPRINTO”

THIS AGREEMENT GOVERNS ONLY ONE LEAD REFERRAL THAT PARTNER MAY PROVIDE TO SPRINTO, UNLESS PARTNER AND SPRINTO HAVE ENTERED INTO A SEPARATE AGREEMENT GOVERNING ALL PROSPECT REFERRALS (“GOVERNING AGREEMENT”). IF THE PARTNER BECOMES AN OFFICIAL PARTNER OF SPRINTO, THE TERMS OF THE OTHER GOVERNING AGREEMENT WILL SUPERSEDE THE TERMS OF THIS AGREEMENT. BOTH SPRINTO AND THE PARTNER WILL BE INDIVIDUALLY REFERRED TO AS “PARTY” AND COLLECTIVELY AS “PARTIES”.

THE PARTIES AGREE AS FOLLOWS:

1. 1. Scope of Service(s)
   1. 1.1. Pursuant to the terms and conditions of this Agreement, Sprinto hereby appoints Partner as a non-exclusive source for identifying and introducing a prospective customer to Sprinto (“Lead”). The Parties hereby accept such appointments (“Service(s)”).
   2. 1.2. The Partner shall communicate a Lead to Sprinto in writing in a manner determined by Sprinto. Any different referral method process will be mutually agreed upon in writing between the Parties.

1. 2. Referral Process
   1. 2.1. In carrying out the Service(s), Partner shall actively promote Sprinto’s proprietary cloud-based platform (“Sprinto Platform”) in accordance with Clause 2.
   2. 2.2. The partner shall notify Sprinto of an opportunity or a project with a Lead.
   3. 2.3. Sprinto shall check its internal sales tracking databases/CRMs to determine whether or not a Lead is a current customer of Sprinto or whether such a Lead is not (a) currently under contract with Sprinto; (b) a recipient of a proposal from Sprinto; (c) being actively worked by Sprinto’s sales representative(s); or (d) currently identified as a qualified opportunity from another partner of Sprinto.
   4. 2.4. If Sprinto determines that none of the exclusions above is applicable, Sprinto shall provide the Partner with a confirmation that a lead is considered as a “Qualified Lead”.
   5. 2.5. The Partner shall provide to a Qualified Lead, any collaterals, rate cards and other selling aids or marketing material provided to the Partner by Sprinto for the purpose of promoting the Sprinto Platform (“Marketing Material”).
   6. 2.6. The Partner shall make the best efforts to facilitate introductions and communications between Sprinto a Qualified Lead.
   7. 2.7. Following the introduction of a Qualified Lead, Sprinto will meet and negotiate independently with a Qualified Lead with respect to a potential relationship and the terms applicable to such a potential relationship. Sprinto will have sole discretion to enter into or not enter into an arrangement with a Qualified Lead.
   8. 2.8. A Qualified Lead is successfully converted to a customer of Sprinto by signing a contract with Sprinto to use the Sprinto Platform and making payment to Sprinto for the invoice raised thereunder (“Successful Referral”).
   9. 2.9. Sprinto shall have the sole discretion to negotiate the terms or conditions of a particular relationship entered into with a Qualified Lead.
   10. 2.10. Sprinto shall pay the Partner commission in accordance with Clause 3 below.

1. 3. Commission
   1. 3.1. Sprinto shall pay the Partner a commission of 15% of the first twelve (12) months of the subscription fee paid for a Successful Referral within thirty (30) days of the receipt of payment from such Successful Referral. (“Commission”).
   2. 3.2. The Partner shall be deemed not to have discovered any Qualified Lead and therefore, shall not be entitled to receive the Commission (as defined below) for a Successful Referral:
   1. a. Which has conducted or were contacted by Sprinto on or before the Effective Date of this Agreement; or
   2. b. Who hereafter contacts or are contacted by Sprinto after the Effective Date of this Agreement, before being identified and introduced through referral by Partner to Sprinto.

1. 4. Marketing
   1. 4.1. The Partner shall not create any marketing material related to Sprinto’s Platform or use Sprinto’s name, logo, or trademarks in any such material without the prior written consent of Sprinto.
   2. 4.2. The Partner agrees to use only the marketing material provided by Sprinto in connection with the Services. Such materials shall be furnished by Sprinto at no charge to the Partner.

1. 5. Representations and Warranties
   1. 5.1. Each Party represents and warrants that it has full legal power and capacity to enter into this Agreement and to perform its obligations hereunder.
   2. 5.2. Each Party represents and warrants that all applicable government authorizations, consents, and approvals necessary for the performance of its obligations under this Agreement have been obtained and are in full force and effect.
   3. 5.3. Each Party represents and warrants that it shall perform its obligations under this Agreement in compliance with all applicable laws, including state and local laws, ordinances, codes, rules, regulations, legislative enactments, policies, and any changes, supplements, replacements, or interpretations thereof that apply to its business.

1. 6. Confidential Information and Privacy
   1. 6.1. From time to time during the Term, either Party may disclose or make available to the other Party certain confidential or proprietary information about its business affairs, customers, clients, suppliers, products, intellectual property, trade secrets, or other sensitive information in any form or media (collectively, “Confidential Information”). Sprinto’s Intellectual Property Rights shall be deemed Confidential Information of Sprinto.
   2. 6.2. Confidential Information shall not include information that: (a) is or becomes publicly available other than as a result of a breach of this Agreement; (b) was known to the receiving Party at the time of disclosure; (c) is obtained by the receiving Party from a third party lawfully in possession of such information and not under any obligation of confidentiality; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
   3. 6.3. Each Party agrees not to disclose the other Party’s Confidential Information during the Term of this Agreement and for two (2) years following its termination, except to its employees, officers, representatives, or advisers (“Authorized Personnel”) who need to know such information to perform obligations or exercise rights under this Agreement. The receiving Party shall ensure its Authorized Personnel comply with this Clause 6 and shall be liable for any breach by such individuals.
   4. 6.4. Notwithstanding Clause 6.3, either Party may disclose Confidential Information: (i) as required by law or by the order of a court or governmental authority, provided that the disclosing Party gives prior written notice to the other Party and reasonably cooperates to seek a protective order; or (ii) to enforce its rights under this Agreement, including in legal proceedings.
   5. 6.5. No Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations or exercise its rights under this Agreement.
   6. 6.6. Partner shall not use Sprinto’s Confidential Information to develop or offer any product or service that competes with the Sprinto Platform or targets Sprinto’s customers.
   7. 6.7. Upon expiration or termination of this Agreement, the receiving Party shall promptly return or destroy all Confidential Information of the disclosing Party and confirm in writing that such information has been returned or destroyed.

1. 7. Intellectual Property Rights
   1. 7.1. All rights, titles, and interests in and to Sprinto’s Platform, including all Intellectual Property Rights therein, shall remain solely with Sprinto and the respective rights holders in any third-party materials. The Partner shall have no rights in any property of Sprinto except as expressly granted under this Agreement.
   2. 7.2. “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyrights and related rights, trademarks, service marks, trade names, business and domain names, trade dress rights, goodwill rights or rights to sue for passing off, unfair competition rights, design rights, rights in databases and computer software, topography rights, rights in confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, including any applications, renewals, or extensions of such rights, and all similar or equivalent rights in any jurisdiction.
   3. 7.3. All Intellectual Property Rights in and to the Sprinto Platform shall be owned exclusively by Sprinto.
   4. 7.4. Partner acknowledges and agrees that it shall not use any ideas, know-how, approaches, methodologies, concepts, skills, tools, techniques, expressions, or processes, whether possessed prior to this Agreement or developed independently and unintentionally during the performance of the Services (“Residual Knowledge”), to create any works or services that are similar to Sprinto’s offerings. This Agreement does not grant the Partner any license to use such Residual Knowledge for competitive purposes.

1. 8. Term and Termination
   1. 8.1.Term The initial term of this Agreement commences as of the date that the Partner submits a Lead to Sprinto and shall be terminated when (a) Commission has been paid to the Partner for a Successful Referral, or (b) Lead referred by the Partner has been rejected by Sprinto, whichever is earlier.
   2. 8.2. Termination for Convenience. Sprinto may terminate this Agreement at any time for convenience by giving the other Party thirty (30) days’ written notice in advance.
   3. 8.3. Termination for Cause:
      1. a. Sprinto may terminate this Agreement: For any material breach of terms of this Agreement by the Partner, by the issuance of a written notice to the Partner, and if such breach (if capable of being cured) remains uncured unless otherwise specified in this Agreement, for over thirty (30) days from receipt of notice of such breach.
      2. b. Either Part may terminate this Agreement: Effective immediately, if (i) a receiver is appointed for the other Party; (ii) the other Party makes an assignment for the benefit of its creditors; (iii) any proceedings are commenced by, for or against the other Party under any bankruptcy, insolvency or debtor’s relief law which proceeding is not discharged within sixty (60) days; or (iv) other Party is liquidated or dissolved.
   4. 8.4. Effect of Termination: Upon expiration or termination of this Agreement: (a) all rights provided hereunder shall terminate; (b) Sprinto shall pay all the dues/amounts to the Partner in accordance with the payment provisions herein; (c) all Marketing Materials under the possession of the Partner shall be returned to Sprinto within thirty (30) days of the date of termination /expiry of this Agreement. Termination of this Agreement will not affect the rights and obligations of the Parties that accrued prior to the effective date of the termination.

1. 9. Indemnification
   1. 9.1. Partner’s indemnity: Partner shall defend, indemnify, and hold harmless Sprinto, and its officers, directors, employees, representatives, and agents from and against any and all third-party claims, proceedings, losses, damages, liabilities, fines, penalties, costs and fees (including attorneys’ fees) arising in connection with any breach by Partner of its obligations under this Agreement.
   2. 9.2. Indemnification under this Agreement is conditioned on Sprinto (i) promptly notifying the Partner of the threat or notice of such a claim, (ii) tendering to the Partner sole and exclusive control and authority to select defence attorneys, defend and/or settle any such claim; and (iii) fully cooperating with the Partner in connection therewith.

1. 10. Limitation of Liability
   1. NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINED, NEITHER PARTY SHALL BE LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE, LOSS OF BUSINESS, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR LOSS OF PROFIT OR REVENUE,), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPRINTO’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE AGGREGATE COMMISSION PAID BY SPRINTO TO THE PARTNER UNDER THIS AGREEMENT.

1. 11. Miscellaneous
   1. 11.1. Assignment: Partner may not, directly or indirectly, assign all or any part of this Agreement or its respective rights under this Agreement or delegate performance of its respective duties under this Agreement without the prior consent, which consent shall not be unreasonably withheld, of Sprinto. For the avoidance of doubt, Partner may assign to its Affiliates in connection with a reorganization, merger, acquisition, or sale of substantially all of Partner’s assets Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of, and enforceable by the Parties and their respective successors and assigns. “Affiliate” means an entity that controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership of control of more than 50% of the voting interests of the subject entity.
   2. 11.2. Entire Agreement and Revisions: This Agreement constitutes the entire agreement and supersedes any and all prior agreements between the Partner and Sprinto with regard to the subject matter hereof. This Agreement shall prevail over the terms or conditions in any purchase order or other order documentation the Partner or any entity that the Partner represents provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either Party with respect to the subject matter hereof. This Agreement may be amended by Sprinto from time to time, in which case the new Agreement will supersede prior versions.
   3. 11.3. Severability; No Waiver: If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by Applicable Law, and @Pranjal: We have removed the non-solicitation and non-compete clauses, as the commercial understanding is that this agreement is lead-specific, intended only for a lead referral or two, and not for an extended duration. Please let us know if you have any concerns regarding this change the remaining provisions of this Agreement shall remain in effect. A Party’s non-exercise of any right under or provision of this Agreement does not constitute a waiver of that right or provision of this Agreement.
   4. 11.4. Relationship of the Parties: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
   5. 11.5. Survival: All clauses which, by their nature, are intended to survive, including without limitation Clauses 6(Confidential Information and Privacy), 7 (Intellectual Property Rights), 8.4 (Effect of Termination), 9 (Indemnification), 10 (Limitation of Liability), 11 (Miscellaneous), shall survive any termination of this Agreement.
   6. 11.6. Notices and Consent to Electronic Communications: All notices to be provided by Sprinto to the Partner under this Agreement may be delivered in writing (i) by nationally recognized overnight delivery Service(s) (“Courier”) or to the contact mailing address provided by the Partner; or (ii) electronic mail to the e-mail address provided by the Partner. Sprinto’s address for a notice in writing by Courier is 175/176, 91 Springboard, J P Nagar, Bannerghatta Road, Bangalore, India, in the case of Sprinto Technology Private Limited and 580 California St., 12th Floor, San Francisco, CA 94104, USA in the case of Sprinto Inc, and by electronic mail: legal@sprinto.com, partnerships@sprinto.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail, if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
   7. 11.7. Governing Law and Dispute Resolution:
      1. a. If the Partner is located within the territory of India, this Agreement shall be governed by and construed in accordance with the laws of the Republic of India without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this shall be instituted in the commercial courts of Bengaluru, India, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding.
      2. b. If the Partner is located outside the territory of India, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this shall be instituted in the commercial courts of the State of Delaware, USA, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding.
      3. c. Service of process, summons, notice or other documents by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.