Referral Program

Referral
Program

IT IS WORTHY TO SHARE
When you use Matteroom, you have already seen the future of the legal industry; when you share Matteroom with others, you have successfully pushed the legal industry to the future. The Matteroom Referral Program means if you successfully recommend Matteroom to a company, group, or law firm to become Matteroom users, you will receive a 10% commission as a referral fee. Don't hesitate to recommend Matteroom, and grab this opportunity of pushing others to see the future! For more details on the Matteroom Referral Program, please read the agreement below.
More than physical rewards

  • Being the first to know the info regarding Matteroom latest releases.
  • Being able to promote your professional services to your clients as Matteroom reference.
  • Being authorized to co-brand Matteroom points of sales materials and other resources.

Your customers will thank you because

  • Matteroom SaaS reduces the total cost of ownership (TCO).
  • Being able to collaborate with colleagues in the same platform to maximize the efficiency.
  • Being more competitive in the industry while mitigating the risk for greater success.

Matteroom Referral Program

This MATTEROOM Referral Agreement (“Agreement”) is entered into in Herndon, Virginia, USA, as of the date on which You click the “Agree” button displayed herewith, between You and Smart Team Global Inc. (“STG”), with its headquarters located at Dulles Corner 13800 Coppermine Road, 1st floor,Herndon, Virginia 20171. Capitalized terms are defined throughout this Agreement and in Section 7. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. AGREEMENT SUBJECT TO APPROVAL.

The effectiveness of this Agreement is subject to STG’s approval in writing (via mail, fax or e-mail) of Your application for participation in the MATTEROOM Referral Program (“Approval”), and this Agreement shall commence on the date of the Approval (“Effective Date”). STG may reject or decline to accept Your application for any or no reason at its sole discretion. STG may conduct background checks and other screening measures of any sort in connection with Your application. If STG approves Your application, You may refer sales leads within the Territory to STG during the term and in accordance with all terms and conditions of this Agreement, to enable STG to solicit orders for MATTEROOM products and/or services (“Products”).

2. LIMITATIONS ON ACTIVITIES.

2.1 Limitations on Activities. Your activities under this Referral Agreement shall be limited as follows:

2.1.1 You shall conduct all of Your business in Your own name and in accordance with the highest business standards, acting dutifully, in good faith and in compliance with all laws (as set forth in Section 6.6), and not perform any act which would or might reflect adversely upon the Products or the business, integrity or goodwill of STG.

2.1.2 You shall not be, or purport to be, authorized to legally represent MATTEROOM or to conduct negotiations on behalf of STG. You shall not have the authority to make any commitments or agreements or incur any liabilities whatsoever on behalf of STG or register this Agreement under local registered agency law nor shall STG be liable for any acts, omissions to act, contracts, commitments, promises or representations made by You.

2.1.3 You shall not use any trademarks, names or other identifiers owned or used by STG (“Marks”), except that You may refer to MATTEROOM and the Products in conversations and written correspondence with potential customers in the same manner as MATTEROOM does in its own marketing materials and website. Any other use of Marks (e.g., on Your website) has to be designed in compliance with STG trademark usage guidelines.

2.1.4 You are an independent contractor, and nothing contained in this Agreement shall be construed to (a) give either party the power to direct and control the day-to-day activities of the other; (b) create a principal-agent or employer-employee relationship; or (c) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking.

2.1.5 All financial and other obligations associated with Your business are solely your responsibility. As an independent contractor, the mode, manner and method used by You shall be under Your sole control and You shall be solely responsible for risks incurred in the operation of Your business and the benefits thereof. You shall bear all of Your own expenses in connection with the performance of this Agreement and will not be entitled to reimbursement of any such expenses by STG.

2.1.6 You shall not make any representations or other statements about Products, prices or business practices, except that You shall forward to potential customers (i) unmodified marketing materials provided by STG and (ii) references to STG’s standard conditions of sale, as published by STG on its website or otherwise.

2.2 No License. You acknowledge and agree that no license is granted under this Agreement to use or access any Products, any of MATTEROOM’s proprietary technologies embodied therein, or any data, information or other content provided thereby. As between the parties, STG retains all right, title and interest in and to the Products and all technology, data, information or other content embodied therein or provided thereby, as well as any intellectual property rights or similar rights in connection therewith, and You acknowledge that You neither own nor acquire any rights in or to the Products.

2.3 Nonexclusive Referral Agreement. Each party acknowledges that this Agreement does not create an exclusive agreement between the Parties. Each Party shall have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties. Notwithstanding the foregoing, once You establish a Commissionable Lead (defined below) with STG, You will not refer a direct competitor of MATTEROOM to such Commissionable Lead. You will not enter into an agreement with a third party the effect of which would prohibit your submission of a Proposed Lead (defined below) pursuant to this Agreement.

3. REFERRALS.

3.1 Submission of Leads. You shall identify each potential customer (“Proposed Lead”) and relevant commercial conditions relating to such Proposed Lead in a STG Lead Registration (“SLR”), a standard form generated by STG(and available online via a link provided to You by STG), or via some other method at STG’s option. At STG’s request, You shall (a) supply any additional information reasonably requested by STG, (b) discuss each completed SLR in detail with STG, and (c) assist STG in making contact with the Proposed Lead by arranging an introduction, meeting, conference call or other means of communication with the Proposed Lead.

3.2 Acceptance of Leads. Within a reasonable period of time following Your submission of a SLR, STG shall review the SLR to determine whether to accept the Proposed Lead as commissionable under Section 4.1 below, or reject the Proposed Lead pursuant to this Section 3.2 and will provide You with a written (including e-mail) notification of its acceptance or rejection of a Proposed Lead (“Referral Confirmation”). STG will be under no obligation to accept any SLR submitted by You and may reject or decline to accept SLRs for any or no reason at its sole discretion, including, without limitation, because:

3.2.1. the Proposed Lead was an existing customer of STG’s at the time of submission of the SLR;

3.2.2. STG was already involved in preliminary or advanced discussions relating to the sale of a subscription to the Proposed Lead at the time of submission of the SLR;

3.2.3. an SLR (or similar document) has previously been submitted to STG by You or any third party with respect to the Proposed Lead;

3.2.4. the Proposed Lead (a) does not meet STG’s credit requirements, (b) is on a list of restricted or prohibited parties issued by the government of the United States or any other jurisdiction, or (c) is located in a country that is subject to a United States trade embargo or that is deemed a terrorist supporting country by the United States Government; or

3.2.5. the Proposed Lead is located outside the Territory,or is located in an area in which STG has an exclusive arrangement for the sale of Products or which STG is otherwise prohibited by agreement from accepting.

3.3 Pursuit of Leads by STG. The method of contacting and following up with Proposed Leads will be determined in STG’s sole discretion; provided, however, that You shall actively support STG in the sales process with Proposed Leads when requested by STG. STG shall have sole discretion to refuse to offer any Products to any third party without liability to You.

4. COMMISSIONS.

4.1 Commissionable Leads. A Proposed Lead qualifies as commissionable (“Commisionable Lead”) only if:

4.1.1. You have submitted an SLR for the Proposed Lead in accordance with Section 3.1; and

4.1.2. STG has accepted the Proposed Lead as a Commissionable Lead (i.e., not rejected the Proposed Lead as set forth in Section 3.2, or otherwise).

4.2 Commissions and Payment. Subject to Your compliance with all terms and conditions of this Agreement, STG will pay You commissions equal to ten percent (10%) of Lead Referral Revenue (defined below). Commission payments (less any applicable withholding taxes or other levies) will be due on the last day of the month following the quarter in which STG receives payment of the Lead Referral Revenue.

4.3 Reports. Within thirty (30) days after the end of each calendar quarter during which You have submitted five (5) or more Commissionable Leads, STG will issue quarterly reports to You by mail, e-mail or through an online system, which will show the Lead Referral Revenue generated by each Commissionable Lead and the commission amounts earned by You as a result. Each report shall be deemed final and accepted by You unless STG receives a detailed written objection within thirty (30) days of Your receipt of STG’s report.

4.4 Modifications. STG may modify the SLR submission process and the percentage amounts and conditions relating to commissions upon thirty (30) calendar days written notice. Such changes will only affect SLRs submitted after said thirty (30) day period.

4.5 Commissions After Termination. Except in the event of termination for breach by You, STG will continue to pay You commissions for the duration of the applicable referral payment period in accordance with Section on Lead Referral Revenue received following termination of the Agreement for Commissionable Leads accepted prior to such termination, and STG will continue to issue reports in accordance with Section 4.3 through such time.

4.6 No Other Payments. Except as expressly provided in this Section, You are not entitled to any fees, reimbursements or other payments. You shall promptly refund to STG any overpayments (e.g., Referral Fees on Lead Referral Revenue that was reduced due to returns by the customer).

5. TERM AND TERMINATION.

5.1. Term. This Agreement shall commence on the Effective Date and shall continue in effect until terminated.

5.2. Termination for Convenience. This Agreement may be terminated by either party for any or no reason upon written notice to the other party thirty (30) days prior to the desired termination date (or with such minimum advance notice as required by mandatory applicable law). Neither party shall have any expectation as to the minimum term of this Agreement.

5.3. Termination for Cause. Either party may terminate this Agreement, effective immediately, (a) in the event of a material breach by the other party, which the other party fails to cure within five (5) business days of receipt of a written request to cure from the other party, or (b) if the other party becomes insolvent, makes any assignment for the benefit of creditors, goes to liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise, or seeks the protection of, or has a proceeding instituted against it, under the bankruptcy code or any similar statute. If, at the time of Your acceptance of this Agreement or any time thereafter, STG would be prohibited from doing business with You under United States export regulations and controls, this Agreement shall automatically be null and void.

5.4. Effect of Termination. Sections 2, 4.5, 4.6, 5.4, and 6 shall survive termination of this Agreement. Upon termination of this Agreement for any reason, You shall immediately cease the use of all MATTEROOM brochures, literature, documentation and other materials within Your control and shall return such materials to STG within ten (10) business days. Except as provided in Section 4.5, You shall have no rights or claims against STG in connection with termination, expiration or non-renewal of this Agreement; in particular, without any limitation, You hereby irrevocably waive any rights to severance or compensation for lost opportunities or investments to the maximum extent permissible under applicable law.

6. MISCELLANEOUS.

6.1. Governing Law and Arbitration.

6.1.1 This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of Virginia, USA, without giving effect to conflict of laws principles thereof.

6.1.2 Each party agrees that before it seeks mediation, arbitration, or any other form of legal relief it shall provide written notice to the other of the specific issues in dispute (and referencing the specific portions of the Agreement which are allegedly being breached). Within thirty days after such notice, knowledgeable executives of the parties shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting in good faith to resolve the Dispute. The parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. The dispute resolution procedures in this Section shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, or trade secrets.

a) Mediation. Except as provided herein, any and all Disputes arising out of or relating to this Agreement shall be submitted to JAMS for mediation before arbitration or any other form of legal relief may be instituted. Mediation may be commenced by a party providing JAMS a written request for mediation setting forth the subject of the Dispute and the relief requested. The parties will cooperate with JAMS in selecting a single mediator and scheduling a mediation, which should take place within 45 days following a request for mediation. The mediator shall be a retired judge who has had experience with technology disputes. The parties agree that they will participate in the mediation in good faith and share equally in its costs. The mediation shall take place in Herndon County or Virginia State.

b) Arbitration. Except as provided herein, any Dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Mateo or San Francisco County, California and before a single arbitrator. The arbitrator selected shall be a retired judge who has had experience with technology disputes. In any arbitration arising out of or related to this Agreement, the parties agree the arbitrator is not empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures if the amount in dispute exceeds $250,000 USD and its JAMS Streamlined Arbitration Rules and Procedures when lesser amounts are in issue. The arbitrator shall issue a written reasoned decision. Each party shall bear their own costs in connection with the arbitration, although the arbitrator shall award the prevailing party its reasonable costs and attorneys’ fees.

6.1.3 Either party may, at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief). Also, the provisions of this Section may be enforced by any court of competent jurisdiction.

6.1.4 If it is necessary for either party to retain the services of an attorney or attorneys to enforce the terms of this Agreement or to file an action to enforce any of the terms, conditions or rights contained herein, or to defend any action, then the prevailing party in any such action will be entitled to recover from the other party its reasonable fees for attorneys and expert witnesses, plus such court costs and expenses as may be fixed by any arbitration panel or court of competent jurisdiction.

6.2. No Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Neither party will be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by a duly authorized representative of the party against which such waiver is asserted.

6.3. Severability. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent possible to achieve as nearly as possible the intent of the parties, and the remainder of this Agreement will remain in full force and effect.

6.4. Notices. Except as otherwise expressly provided herein, all notices, approvals, consents and other communications required or permitted under this Agreement will be invalid unless made in writing and given (a) by STG via mail, fax or e-mail (to the address or number You provide) or by way of a posting on MATTEROOM Referral Program Website (available under “Partners” at http://www.smartteamglb.com), or (b) by You via email to admin@smartteamglb.com.

6.5. Assignment. You may not assign, subcontract or delegate this Agreement or any of Your rights or obligations hereunder, in whole or in part, including without limitation by operation of law, without STG’s prior written consent. Any attempt to assign this Agreement without such consent will be null and void. STG may assign this Agreement and subcontract or delegate its obligations hereunder to any third party with or without Your consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

6.6. Compliance.

6.6.1 You represent and warrant that (a) You will conduct Your business activities in a legal and ethical manner; (b) You have submitted and will submit complete and truthful information in connection with your application and all referrals; (c) You will submit all filings and obtain any approvals that may be necessary for You to perform Your obligations under this Agreement, (d) You will commit no act that would reflect unfavorably on STG; (e) You are not a party with whom STG is prohibited from doing business under U.S. export regulations and controls; and (f) You will comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with Your performance of this Agreement, including without limitation, privacy, anti-spam, advertising, copyright, trademark and other intellectual property laws.

6.6.2 You will comply with all export control and anti-boycott laws and regulations of the United States. In particular, without limitation, You will refrain from (a) referring Proposed Leads that could be suspected of engaging in re-exports that would be illegal under U.S. law, and (b) disclosing any technical information related to Products to prohibited persons or destinations in violation of United States law. You certify that neither Products nor any technical data related thereto nor the direct product thereof are intended (a) to be used for any purpose prohibited by the applicable export laws or regulations, including but not limited to nuclear proliferation, or (b) to be shipped or exported, either directly or indirectly, to any country to which such shipment is prohibited by the applicable export laws or regulations.

6.6.3 You acknowledge that any sums paid to You under this Agreement are for Your own account and that, except as appropriate to carry out Your duties set forth herein in a legal manner, You did not, have no obligation to, and will not, directly or indirectly, give, offer, pay, promise to pay, or authorize the payment of money or any thing of value to any other person in connection with the performance of Your referral activities hereunder. In particular, without limitation, You agree not to take any actions that would cause You or STG to violate the United States Foreign Corrupt Practices Act or any other anti-bribery law.

6.7. Indemnification. You shall indemnify and hold STG harmless from and against any and all third party claims against STG arising out of any act, default, misrepresentation or any omission on Your part (including, without limitation, negligence and breach of this Agreement), or any of Your agents, employees or representatives, directly or indirectly relating to this Agreement, including without limitation any claims relating to allegations, actions or proceedings for breach of contract or warranty, regulatory or other legal claims, claims for bodily injury (including death) and damage to property.

6.8. Non-Solicitation. To the extent permissible under applicable law, you are prohibited from soliciting any of the employees of STG (either directly or through agents), without written permission of STG, during the term of this Agreement and for a period of one (1) year following its termination.

6.9. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

6.10. Entire Agreement and Amendment. This Agreement, including all exhibits hereto, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous representations, discussions, negotiations, and agreements, whether written or oral, relating to its subject matter. Any amendments or renewals to this Agreement shall be invalid unless made in writing that is signed by duly authorized representatives of both parties. In the event of any additional or inconsistent terms contained in SLRs, Referral Confirmations or other communications, the terms and conditions in this Agreement shall prevail unless STG specifically identifies the section(s) of this Agreement that STG intends to override in a writing signed by STG.

6.11. Limitations of Liability. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, STG WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL STG’S LIABILITY UNDER THIS AGREEMENT EXCEED THE PAYMENTS PAID BY STG TO YOU DURING THE PRECEDING TWELVE MONTHS. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

7. DEFINITIONS.
“Commissionable Period” means, in respect of a Commissionable Lead, a period of one (1) year from Your submission of the SLR for such Commissionable Lead.

“Commissionable Product(s)” means the products listed as Commissionable Products on the Referral Partner Program page of STG’s website, as updated from time to time in STG’s sole discretion, or as specified by STG in writing.

“Lead Referral Revenue” means any payments actually received by STG from a Commissionable Lead for the first year’s fees under a subscription agreement or other ordering document between STG and the Commissionable Lead entered into during the Commissionable Period for the Commissionable Lead’s first order of a Commissionable Product, minus any taxes, subsequently credited charges, write-offs, refunds or charge backs. For the avoidance of doubt, Lead Referral Revenue does not include any amounts received for follow-up orders, additional sales, renewals, or for products or services that are not Commissionable Products at the time of the relevant Referral Confirmation, such as professional services, support services, training services or third party software products purchased by a Commissionable Lead, nor does it include amounts that are owed by the Commissionable Lead but have not actually been received by STG.

“Territory” means the geographic area(s) in which Your Proposed Leads shall be located, and which shall be determined in STG’s sole discretion, whose description is as follows: Worldwide, excluding Japan, Cuba, Sudan, North Korea, Iran, Syria or any other country to which the United States has chosen to embargo goods, as such list of countries may be updated from time to time.

本MATTEROOM推荐协议(“本协议”)由您自己或您代表行事的公司或其他法律实体(后称“您”)和思满软件科技(上海)有限公司 (后称“思满科技“,其总部位于上海市宜山路1618号新意城i栋605室)签订。本协议及第7条对专门术语做出了定义。在真实、充分地表达各自意愿的基础上,根据《中华人民共和国合同法》的规定,双方达成协议如下:

1. 协议须经批准方认可。

本协议的有效性取决于思满科技以书面形式(通过邮件,传真或电子邮件)批准您参与MATTEROOM推荐项目(“批准”)的申请,本协议自批准之日起开始(“生效日期”)。思满科技可自行决定以任何理由或没有理由拒绝接受您的申请。思满科技可能会对您的申请进行任何形式的背景调查和其他筛选措施。如果思满科技批准您的申请,您可以在期限内根据本协议的所有条款和条件将区域内的潜在客户推荐给思满科技,以使思满科技能够跟踪并获取MATTEROOM产品和/或服务(“产品”)的订单。

2. 活动限制。

2.1 活动限制。您在本推荐协议下的活动应局限于以下范围:

2.1.1 您应以您自己的名义并根据最高商业标准、尽职、善意且遵守所有法律(如第6.6条所列)开展您的所有业务,不得采取可能会对思满科技的产品或业务、完整性或商誉产生不利影响的任何行为。

2.1.2 您不得自行或声称您有MATTEROOM合法授权代表思满科技进行谈判。您无权代表思满科技做出任何承诺,协议,在本地注册代理法律下注册本协议或产生任何责任,思满科技亦无权对您的任何作为、不作为、合同、承诺、允诺或陈述承担责任。

2.1.3 您不得使用思满科技拥有或使用的任何商标、名称或其他标识符(“标识”),但您可以在与潜在客户的交谈和书面通讯中以MATTEROOM在其自己的营销资料和网站中提及该等标识相同的方式提及MATTEROOM及产品。标志的任何其他使用(例如在您网站上)必须及时知会思满科技并得到思满科技确认。

2.1.4 您是独立承包商,本协议的任何规定不得解释为(a)给予任何一方指导并控制另一方日常活动的权力;(b)建立委托人-代理或雇主-雇员关系;或(c)使双方作为合作伙伴、合营方、共同所有者或以其他方式作为共同承诺的参与者。

2.1.5 与您业务相关的所有财务及其他义务由您自行负责。作为独立的承包商,您使用的方式、方法应完全由您控制,您应对经营业务所产生的风险和收益全权负责。您应自行承担与本协议履行发生的全部相关费用,无权获得思满科技对任何该等费用的报销。

2.1.6 您不得做出关于产品、价格或业务惯例的任何陈述或其他声明,但(i)您应向潜在客户转交思满科技提供的未经修改的营销资料,及(ii)您应向潜在客户转交思满科技在其网站上或以其他方式发布的标准销售条件。

2.2 无许可。您确认并同意在本协议下未授予使用或访问任何产品及该产品包含的任何MATTEROOM专有技术或该产品提供的任何数据、信息或本协议规定的其他内容。就双方而言,思满科技保留产品以及产品中包含或提供的所有技术、数据、信息或其他内容的全部权利、权属和权益,以及与之相关的任何知识产权或类似权利,您确认您对产品不拥有也不取得任何权利。

2.3 非排他性推荐协议。双方确认本协议并不构成双方之间的排他性协议。每一方均有权推荐第三方的类似产品和服务,并与其他方就第三方类似服务和产品的设计、销售、安装、实施达成合作。尽管有前述规定,一旦您与思满科技设立可获佣金客户(定义见下文),您不得将MATTEROOM的直接竞争对手介绍给该可获佣金客户。您不得与第三方订立其效力会禁止您根据本协议提交潜在客户(定义见下文)的协议。

3. 推荐。

3.1 潜在客户提交。您应通过思满科技潜在客户表格(STG Lead Registration,“SLR“),一份由思满科技生成(可通过思满科技向您提供的在线链接获得)的标准表格或采用思满科技选择的其他方法识别每个潜在客户和该潜在客户的相关商业条件。应思满科技要求,您应(a)提供思满科技合理要求的任何附加信息,(b)与思满科技详细讨论每份填写完毕的SLR,及(c)通过安排介绍、会议、电话会议或其他沟通方式协助思满科技与潜在客户联系。

3.2 潜在顾客接受。在您提交SLR后的合理期限内,思满科技应审阅SLR以决定是否接受潜在客户成为下文第4.1条项下的可获佣金客户,或者根据第3.2条的规定拒绝潜在客户,并将向您提供接受或拒绝潜在客户的书面通知(“推荐确认函”),包括电子邮件。思满科技无义务接受您提交的任何SLR,可自行决定无理由或以任何理由拒绝接受该潜在客户,包括但不限于:

3.2.1 潜在客户在SLR提交时已经是思满科技的现有客户;

3.2.2 思满科技在SLR提交时已就该潜在客户订货出售事宜进行了初步或前期商讨;

3.2.3 您或任何第三方先前已就潜在客户向思满科技提交SLR(或类似文件);

3.2.4 潜在客户不符合思满科技信贷要求

3.2.5 潜在客户位于区域外,或位于思满科技对产品销售拥有独家安排或思满科技另行达成协议禁止接受的地区。

3.3 通过思满科技寻求客户线索。潜在客户的联系和跟进方法将由思满科技自行决定,但前提是,如果思满科技提出要求,您应积极支持思满科技与潜在客户的销售流程。思满科技应自行决定拒绝向任何第三方提供任何产品,且无需对您承担责任。

4. 佣金。

4.1 可获佣金客户. A潜在客户符合条件成为可获佣金客户(“可获佣金客户”),但前提是:

4.1.1 您已经根据第3.1条的规定就潜在客户提交SLR;以及

4.1.2 思满科技已接受潜在客户成为可获佣金客户(即根据第3.2条所列或以其他规定未拒绝潜在客户)。

4.2 佣金及支付。在您遵守本协议所有条款和条件的前提下,思满科技将向您支付相当于客户推荐收入(定义见下文)百分之10% (10%)的佣金。佣金(减去任何适用的预扣税或其他征收款)在思满科技收到客户推荐收入付款的季度的最后一天支付。

4.3 报告。在您已提交可获佣金客户的每个季度结束后的三十(30)日内,思满科技将通过信件、电子邮件或在线系统向您发布季度报告,该报告会显示各可获佣金客户产生的客户推荐收入以及您因此获得的佣金金额。除非思满科技在您收到思满科技的报告后三十(30)日内收到详细的书面异议,否则每份报告应被视为最终的报告并由您接受。

4.4 修改。经提前三十(30)日书面通知,思满科技可以修改潜在客户提交流程以及与佣金相关的金额和条件。该变更仅影响在上述三十(30)日期间之后提交的潜在客户。

4.5 终止后的佣金。除因您违约而终止的情况之外,就该终止之前接受的可获佣金客户,思满科技将根据协议终止后收到的客户推荐收入条款,在适用的推荐付款期内向您继续支付佣金,思满科技将根据第4.3条的规定继续在该期限内出具报告。

4.6 无其他付款。除本条明确规定之外,您无权获得任何费用、报销或其他付款。您应立即向思满科技退还所有多付款项(例如由于客户退货而减少的客户推荐收入)。

5. 期限和终止。

5.1 期限。本协议自生效日起执行,在终止之前,本协议应始终有效。

5.2 可任意终止协议。经在预期终止日期之前三十(30)日书面通知另一方(或经强制性适用法律要求的最低期限提前通知),任何一方可由于任何原因或无需任何理由终止本协议。任何一方均不得对本协议的最低期限有任何预期。

5.3 因故终止协议。任何一方均可终止本协议,并即时生效,(a)如果另一方发生重大违约,且该违约在收到另一方要求纠正的书面文件后的五(5)个工作日内未能纠正,或(b)如果另一方资不抵债,为债权人之利益进行任何转让,进入清算程序,或为债权人之利益委派破产接管人或受托人(无论是自愿还是其他),或根据《公司法》或任何类似法律针对该方寻求保护,或提起法律程序。

5.4 终止的效力。第2条、第4.5条、第4.6条、第5.4条和第6条在本协议终止后继续有效。一旦因任何原因终止本协议,您应立即停止使用您所掌握的所有MATTEROOM手册、宣传材料、文件及其他资料,并应在十(10)个工作日内将该资料返还思满科技。除第4.5条规定之外,对于本协议的终止、到期或不续签,您不得对思满科技拥有任何权利或索赔;特别是但不限于,您在适用法律允许的最大范围内放弃对中断、机会丧失或投资补偿的任何权利。

6. 其他事项。

6.1 适用法律与仲裁.

6.1.1 本协议及本协议下产生的或与之相关的任何争议(“争议”)应上海的人民法院管辖,在不实行法律冲突原则的情况下,包括但不限于本协议的有效性、解释和履行。

6.1.2 双方同意在一方寻求调解、仲裁或任何其他形式的法律救济之前,该方应书面通知另一方争议的具体问题(并提及声称违反的本协议的具体部分)。在该通知发布的三十日内,双方高管应出于试图真诚地解决争议的目的至少举行一次会议(亲自参加或通过视频或电视会议的方式)。双方同意保护双方之间所有争议和分歧的保密性,包括但不限于非正式谈判、调解或仲裁,但为准备或进行这些争议解决程序而所必需的或者法律或司法判决另有规定的除外。

6.1.3 由本协议引起或与其相关的任何争议或索赔,或者因违约而导致的协议终止或因违反本协议规定引起或与其相关的任何争议(包括有效性、范围和强制性),均将提交至中国国际经济贸易仲裁委员会(以下简称“CIETAC”),并按照申请仲裁时生效的 CIETAC 仲裁规则在北京进行仲裁。仲裁裁决将为最终裁决,对双方均具有约束力。不过,本节条款并不妨碍任何一方就(a)侵犯自己的知识产权,(b) 违反本协议规定的对自己的保密义务,或者(c) 在任何相应管辖权地强制执行或承认任何裁决或命令,而在相应管辖权地寻求禁止令救济。

6.2 保留权利。任何一方未能强制执行本协议的任何规定不得构成该方放弃未来对该规定或任何其他规定的强制执行。除非以书面形式作出并经由作出弃权的一方正式授权的代表签署,否则任何一方均不应被视为放弃其在本协议下的任何权利或补救措施。

6.3 可分割性。如果有管辖权的法院认定本协议的任何规定无效或不可强制执行,本协议的该规定将在最大限度内强制执行以尽可能实现双方的意图,本协议的其余规定将保持完全有效。

6.4 通知。除本协议另有明确规定之外,本协议下要求或允许的所有通知、批准、同意及其他信息将无效,除非以书面形式做出,且在相应地址收到通知的日期、电子邮件传输日期、快递送妥通知上显示的日期将视为通知的送达日期,发给思满科技的通知必须发送到以下地址:

思满软件科技(上海)有限公司
上海市宜山路1618号新意城i栋605室
收件人:Vivian Xu
电话:021-61559893
邮政编码:201103
邮箱:admin@smartteamglb.com

6.5 转让。未经思满科技事先书面同意,您不得全部或部分转让、分包或委托本协议或您在本协议下的任何权利或义务,包括但不限于法律规定的权利和义务。在未取得同意的情况下试图转让本协议的任何行为将无效。经您同意或无需您同意,思满科技可向任何第三方转让本协议,并分包或委托其在本协议项下的义务。受限于上述条款,本协议对每一方经准许的继承人和受让人具有约束力并针对其利益而设定。

6.6 遵从性。

6.6.1 您表示并保证:(a)您将以合法且合乎道德的方式开展业务活动;(b)您已经或将提交关于您申请和所有推荐信的完整且真实的信息;(c)您将提交履行您在本协议下义务所需的所有备案,并取得该等批准;(d)您不会对思满科技产生不利影响的任何行为 (f)您将遵守与您履行本协议相关的所有适用区域和外国法律、条约、法规和公约,包括但不限于隐私、反垃圾邮件、广告、版权、商标及其他知识产权法律。

6.6.2 您确认在本协议下向您支付的任何款项是出于您的自身利益,除以合法方式履行您在本协议中规定的职责外,您目前、将来均无义务、亦不会直接或间接地向任何其他主体给予、提供、支付、承诺支付或授权支付与您在本协议下开展推荐活动相关的款项或任何有价馈赠。

6.7 赔偿。您应赔偿因您的责任(包括但不限于过失和违反本协议)或任何您的代理、雇员或代表的任何行为、违约、虚假陈述或疏忽而引发的任何和所有针对思满科技的第三方主张,并使思满科技免受损害,包括但不限于与违约或违反保证的主张、诉求或程序、监管或其他法律权利主张、人身伤害(包括死亡)和财产损害相关的任何权利主张。

6.8 禁止招揽。在适用法律允许的范围内,未经思满科技书面同意,在本协议期限内以及本协议终止后一年内,您不得招揽思满科技的任何员工(无论是直接还是通过代理)。

6.9 文本。本协议可签署多份文本,每份文本将视为一份原件,而所有文本将共同构成同一份协议。

6.10 完整协议及修订。本协议(包括所有附件)构成双方有关本协议主题事项的完整协议,并取代先前或同时期与本协议主题事项有关的所有书面或口头陈述、讨论、谈判和协议。除非经双方授权代表签署书面文件,对本协议的任何修订或续订都应无效。如果SLR、推荐确认函或其他信息中存在额外或不一致的条款,则以本协议的条款和条件为准,除非思满科技以书面形式明确指出思满科技有意替代本协议的条款和条件。

6.11 责任限制。在适用法律允许的范围内,思满科技对任何种类和形式的使用损失、数据丢失、业务中断、停工、利润损失或任何间接、特殊、偶然或后果性损害不承担任何责任,无论是在合同、侵权(包括过失)、严格的产品责任还是其他方面,即使思满科技已被告知发生损害的可能性。在任何情况下,思满科技在本协议项下的责任不得超过思满科技在之前十二个月期间向您支付的款项。本条款是可分割的,并在本协议终止或届满后继续有效。

7. 定义。

“可获佣金期限”就可获佣金客户而言,系指自您提交该可获佣金客户的SLR起一(1)年的时间。

“可获佣金产品”系指由思满科技以书面形式指定的产品或服务。

“客户推荐收入”系指思满科技从可获佣金客户处实际收到的、根据思满科技和可获佣金客户在可获佣金期限内就可获佣金客户的首笔可获佣金产品订单订立的认购协议或其他订购文件下首年费用的所有款项减去所有税项、随后抵扣的费用、注销、退税或退回后所得金额。为避免疑义,客户推荐收入不包括由后续订单、额外销售、续订或在相关推荐确认时非可获佣金产品的产品或服务(例如可获佣金客户购买的专业服务、支持服务、培训服务或第三方软件产品)收到的任何金额,亦不包括可获佣金客户欠付的但思满科技实际未收到的金额。

“区域”系指您的潜在客户所在的地理区域,由思满科技自行确认。

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