ADROLL QUALIFIED REFERRAL PARTNER AGREEMENT

This AdRoll Qualified Referral Partner Agreement (the “Agreement”) is between NextRoll, Inc. (“NextRoll” or “AdRoll”) and you (hereinafter referred to as “Company”) (each a “Party” and together the “Parties”).

BY COMPLETING THE PARTNER APPLICATION FORM AND CLICKING THE REFERRAL PARTNER AGREEMENT ACCEPTANCE, COMPANY AGREES TO BE BOUND BY THIS AGREEMENT, NEXTROLL’S PRIVACY POLICY AND WEBSITE TERMS OF USE. NEXTROLL MAY MODIFY THE AGREEMENT FROM TIME TO TIME. CONTINUED PARTICIPATION AFTER AN UPDATE WILL CONSTITUTE COMPANY’S ACCEPTANCE.

BACKGROUND

NextRoll has been on a mission to accelerate growth for companies, big and small, since 2006. NextRoll has empowered over 37,000 customers worldwide to understand, attract and engage buyers, driving growth for their businesses. AdRoll, a division of NextRoll, offers technology that powers a suite of data-driven marketing solutions for ambitious B2C companies and agencies (collectively, the “AdRoll Services”).

Company wishes to refer potential new customers (“Referrals”) to AdRoll for the sale of AdRoll Services, in exchange for a Referral Fee (defined below) for Qualified Referrals (defined below), in accordance with the terms of this Agreement.

AGREEMENT

The Parties agree as follows:

I. QUALIFIED REFERRALS

1.1 Qualified Referrals. “Qualified Referrals” mean B2C Referrals that: (a) complete the sign-up procedure in accordance with Section 1.2 below; (b) are not past or current customers of AdRoll, currently engaged in discussions with AdRoll for any services, or previously been introduced to AdRoll through a 3rd party; (c) are accepted by AdRoll in writing as a Qualified Referral; (d) enter into a paid subscription/SaaS or media services agreement, Order Form, or insertion order for AdRoll Services within one hundred and twenty (120) days of being accepted by AdRoll as a Qualified Referral; and (e) make at least one payment to AdRoll for the AdRoll Services. The Parties may mutually agree in writing (email sufficing) to waive or extend the one hundred and twenty (120) day time limit for a particular Referral. Company is not eligible to be a Qualified Referral.

1.2 Referral Procedure. Company may send Referrals to AdRoll by filling out the online referral form (“Referral Form”) l. Company is solely responsible for securing all consents that may be necessary under applicable laws, rules and regulations in order for Company to lawfully share Referrals’ contact information (including any personal data) for AdRoll’s direct marketing activities, prior to sending such information to AdRoll. Upon receiving a Referral Form, AdRoll will send an email to Company to accept or reject the Referral as a potential Qualified Referral within ten (10) business days (silence shall not be deemed acceptance). If a Referral is accepted as a potential Qualified Referral, Company will work with AdRoll in good faith to help coordinate an introduction to the Referral within ten (10) business days of such acceptance.

1.3 Qualified Referral Acceptance. AdRoll will be under no obligation to accept any Referral submitted by Company and may reject or decline to accept Referrals for any commercially reasonable reason as determined by AdRoll.

1.4 Managed Services. AdRoll may provide an allotment of managed services to agencies based on the combined monthly spend of their qualified referrals. These services are allocated to the agency and not provided directly to the Qualified Referral(s). If the company wishes to purchase additional managed services beyond their designated allotment, they may coordinate this directly with their AdRoll account representative.

1.5 Referral Responsibilities. In the event that the Company’s relationship with a Qualified Referral dissolves, the Company is responsible for notifying the Qualified Referral of their ongoing contractual obligations with AdRoll and provide AdRoll updated contact information for the Qualified Referral. The Company must facilitate contact between the Qualified Referral and their designated AdRoll representative or the AdRoll customer support team for further assistance.

II. REFERRAL FEES

2.1 Responsibilities. AdRoll will be solely responsible for collecting fees for the AdRoll Services directly from Qualified Referrals (collectively referred to as, “AdRoll Service Fees”), and paying Company any Referral Fees that are due. For purposes of this Agreement, AdRoll Service Fees are collectively: (i) subscription/SaaS fees, and (ii) committed media spend (net of any discounts). Company is solely responsible for making any required disclosures to Referrals under applicable laws, rules and regulations about Company’s receipt of Referral Fees from AdRoll. In the event that the Company’s relationship with a Qualified Referral dissolves, the Company is responsible for notifying the Qualified Referral of their ongoing contractual obligations with AdRoll and provide AdRoll updated contact information for the Qualified Referral. The Company must facilitate contact between the Qualified Referral and their designated AdRoll representative or the AdRoll customer support team for further assistance.

2.2 Referral Fees. The “Referral Fee” is equal to:

  • Five percent (5%) of annual spend commitments from $36,000 to $59,999 of any subscription/SaaS fees for the first 12 months after the Qualified Referral first contracts with AdRoll,
  • Seven and one half percent (7.5%) of annual spend commitments from $60,000 to $119,999 of any subscription/SaaS fees for the first 12 months after the Qualified Referral first contracts with AdRoll,
  • Ten percent (10%) of of annual spend commitments over $120,000 of any subscription/SaaS fees for the first 12 months after the Qualified Referral first contracts with AdRoll, and
  • Three and three fourth percent (3.75%) of annual spend commitments from $60,000 to $119,999 of any subscription/SaaS fees renewed after the first 12 month contracts with AdRoll, if renewal is flat or increased
  • Five percent (5%) of annual spend commitments over $120,000 of any subscription/SaaS fees renewed after the first 12 month contracts with AdRoll, if renewal is flat or increased

Referral Fees are based on AdRoll Service Fees actually collected by AdRoll from Qualified Referrals. For purposes of calculating the Referral Fee, the AdRoll Service Fee is net of credits and discounts, and excludes all professional, ancillary/add-on, renewal or upgraded service fees that may be added during a term part of the AdRoll Services.

2.3 Associated Charges. Company shall be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Referral Fees, and Company shall indemnify, defend and hold AdRoll harmless from and against any claims arising out or relating to AdRoll’s payment of Referral Fees.

2.4 Eligibility and Reporting. AdRoll will remit Referral Fees based solely on its own books and records, within sixty (60) days after the end of the quarter in which Qualified Referral’s AdRoll Service Fees are actually received. AdRoll will manage AdRoll Services, sales, provision, billing and collection activities with Qualified Referrals. AdRoll will not be obligated to pay Company any Referral Fees to the extent that the Qualified Referral fails to pay all or a portion of its AdRoll Service Fees to AdRoll in a timely manner.

2.5 Managed Services. AdRoll may provide an allotment of managed services to Companies based on the combined monthly spend of their Qualified Referral(s). These services are allocated to the Company (agency) and not provided directly to the Qualified Referral(s). If the company wishes to purchase additional managed services beyond their designated allotment, they may coordinate this directly with their AdRoll account representative.

III. USE OF TRADEMARKS AND MARKETING MATERIALS

3.1 License. Subject to this Agreement, AdRoll hereby grants to Company a limited, non-exclusive, non-transferable and revocable license to use the AdRoll trademarks, logos and URLs and marketing materials (“Licensed Materials”) provided by AdRoll, as-is (without modification) solely to promote the AdRoll Service to Referrals. AdRoll will have the right to review and approve any use of the Licensed Materials before they are used. AdRoll may provide specifications and other instructions from time to time as to Company’s permissible use of the Licensed Materials in promoting the AdRoll Services. Company further agrees to comply with all such specifications and instructions. Upon termination of this Agreement for any reason whatsoever, or upon written request by AdRoll at any time, the license granted herein shall terminate and Company shall immediately cease all its activities under this section.

3.2 Prohibited Activities. Company agrees not to use or associate the AdRoll Services or Licensed Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in AdRoll’s sole discretion. Company agrees not to send unsolicited electronic messages to multiple unrelated recipients in promoting the AdRoll Services, or otherwise to engage in any other form of mass electronic communications prohibited by applicable laws in connection with activities contemplated under this Agreement.

IV. TERM AND TERMINATION

4.1 Term. This Agreement shall become effective when Company submits the Referral Partner Agreement Acceptance and shall continue for twelve (12) months (“Initial Term”). Thereafter, this Agreement will automatically renew for additional consecutive terms of twelve (12) months (each, a “Renewal Term”, together with the Initial Term, “Term”), unless a Party terminates this Agreement on at least thirty (30) days’ prior written notice to the other Party.

4.2 Termination. Either Party may terminate this Agreement immediately for material breach of this Agreement, if the other Party has failed to cure such breach within thirty (30) days’ of receiving written notice from the non-breaching Party.

4.3 Effect of Termination. On termination of this Agreement, Company’s rights shall immediately terminate, and Company shall not be entitled to receive any Referral Fees or any other payments under this Agreement other than Referral Fees fully earned or accrued prior (i.e. all conditions in Section 1.1 are satisfied) to termination of this Agreement.

V. GENERAL

5.1 Disclaimer and Limitation of Liability. ADROLL MAKES NO REPRESENTATIONS OR WARRANTIES TO COMPANY OR ITS REFERRALS, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADROLL WILL NOT BE LIABLE FOR ANY SPECIAL OR INCIDENTAL OR INDIRECT DAMAGES THAT MAY ARISE UNDER THIS AGREEMENT AND IN NO EVENT WILL ADROLL’S LIABILITY EXCEED THE AMOUNT OF THE REFERRAL FEE FOR THE QUALIFIED REFERRAL GIVING RISE TO THE CLAIM.

5.2 Representations, Warranties and Indemnities. Company represents and warrants to AdRoll that it will comply with all applicable laws, rules and regulations in the collection and provision of Referrals’ personal information to AdRoll for the purposes of this Agreement (including with respect to data privacy and marketing laws such as the General Data Protection Regulation (EU) 2016/679 (GDPR), the California Consumer Privacy Act of 2018, Cal. Civil Code §1798.100 et seq, (CCPA), US CAN SPAM Act, and Canada’s Anti-Spam Law).

Company will indemnify, defend and hold AdRoll and its subsidiaries, affiliates, officers and employees (the “AdRoll Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the AdRoll Indemnified Parties arising from any of the following: (a) a breach of this Agreement by Company; (b) failure to comply with applicable laws, rules and regulations; and (c) use of the Licensed Materials outside the scope of this Agreement.

5.3 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties.

5.4 Confidentiality. Confidential Information includes all information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether of a technical, business, or other nature that the Receiving Party knows or has reason to know is the confidential, proprietary or trade secret information of the Disclosing Party. Confidential Information does not include information that: (a) was lawfully known to the Receiving Party prior to receiving the same from the Disclosing Party in connection with this Agreement; (b) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; (c) is lawfully acquired by the Receiving Party from another source without restriction as to use; or (d) is or becomes part of the public domain through no act or omission of the Receiving Party. The Receiving Party will use the Disclosing Party’s Confidential Information solely for the purpose for which it is provided and as permitted under this Agreement and not disclose the Disclosing Party’s Confidential Information to a third-party without the Receiving Party’s prior written consent.

5.5 Assignment. Company may not assign or transfer this Agreement without AdRoll’s prior written consent.

5.6 Notices. Legal notices to AdRoll must be sent to legalnotices@nextroll.com with a copy to NextRoll, Inc., Attn: Legal, 201 California Street 5th Floor, Suite 500. San Francisco, CA 94111. United States. Notices to Company will be sent to the email address on file.

5.7 Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of California without giving effect to any principles of conflicts of law. Jurisdiction shall lie exclusively in the District Courts of San Francisco County, California.

5.8 Miscellaneous. Either Party’s failure to enforce the other Party’s performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement. This Agreement represents the entire agreement between the Parties regarding the subject matter thereof. If any portion of this Agreement is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of this Agreement, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.