Referral Agreement. Clear terms for every introduction.

Last updated on [last updated date]

AGREEMENT

These Terms and conditions for referral ("Terms" or “Agreement”) constitute a legally binding agreement between referral partner, you, or the entity you represent (“referral “ or "PARTNER” or "You" or "Your"), and ZEAZONZ TECHNOLOGIES PTE LTD (“ZEAZONZ” ,"Callgoose", "Us", "We" or "Our"). By accepting these Terms, either by clicking to signify acceptance, establishing a referral sales user account, duly complete and submit the Program Form or referral Form ('Form') provided within the Callgoose partner portal ('Partner Portal') , signifying the commencement of this Agreement ('Effective Date'), or simply by using Our referral sales services, or by entering into a contract to resell the Callgoose services, partner

1. Acknowledges that partner has read and understands this agreement.
2. Represents and warrants that partner has the right, power, and authority to enter into this agreement.
3. Accepts this agreement and agrees that partner is legally bound by its terms.

if partner does not agree with the terms, partner should not indicate acceptance and partner must not participate in the Callgoose referral program.

Callgoose and the Partner may hereinafter be individually referred to as a 'Party' and collectively as the 'Parties.'"

now, therefore, in consideration of these mutual considerations recited herein, the parties agree as follows:

1. DEFINITIONS

Capitalized terms not defined herein have the meaning set forth in the Program Form.

1.1 "Applicable Law" or "Law"

means, for all countries, all national, federal, state, provincial, and local: (i) laws (including common law), ordinances, regulations, and codes; and (ii) orders, requirements, directives, decrees, decisions, judgments, interpretive letters, guidance, and other official releases of any regulator that are applicable to Callgoose and Partner, Partner's products and services, or any other matters relating to the subject matter of this Agreement. Without limiting the foregoing, Applicable Law includes; (a) all data protection, privacy, or similar laws and regulations anywhere in the world applicable to persons in possession of Personal Data or to the processing of Personal Data; (b) any bribery, fraud, kickback, or other similar anti-corruption law or regulation of any applicable country, including the U.K. Bribery Act and the U.S. Foreign Corrupt Practices Act and the regulations promulgated thereunder; and (c) Singapore laws

1.2. "Affiliate"

means any entity which directly or indirectly Controls, is Controlled by, or is under common Control with the Party. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the Party.

1.3. "Agreement"

means this Callgoose referral Agreement together with the Callgoose Partner Program Guide, Program Form, referral form or any other additional agreement associated with this referral program.

1.4. "Customer"

means the entity or individual set forth above that matches the entity or individual set forth in the Program Form that purchases the Services from Callgoose or Purchases Callgoose services using “Referral partner code” for Customer's own productive use and not for redistribution or resale.

1.5. "Callgoose Marks" or "Marks"

mean a Callgoose's trademarks, logos, service marks and URLs furnished by Callgoose and delineated in the website https://docs.callgoose.com/callgoose/branding.

1.6. "Referral Form"

means the Callgoose Referral Form submitted by Partner to Callgoose with full details of the referrals and is governed by this Callgoose referral Agreement, the Program Guide, terms and conditions set forth in the Program Form or any other additional agreement associated with this referral program.

1.7. "Callgoose Partner Program Guide" or "Program Guide"

means the then-current Callgoose Program Guide that may be amended from time to time by Callgoose at Callgoose's discretion and includes other documentation and supplemental materials that Callgoose may provide to Partner that at the time of distribution is designated as part of the Program Guide. The Program Guide and all documentation provided thereto are Callgoose's Confidential Information. Partner is expressly prohibited from disclosing the Program Guide to any third party, including without limitation any Customer.

1.8. "Callgoose Terms of Use"

means the terms, conditions, and policies available at https://www.callgoose.com/home/terms-of-use allowing the Customer to use the Services set forth in the Program Form, which URL location and content may be updated from time to time by Callgoose.

1.9. "Callgoose SaaS Platform Products” or “CSPP”

means Callgoose products that are accessed via the Callgoose cloud platform.

1.10. "Personal Data"

means personal information about an identifiable person obtained by Partner in connection with its obligations under or otherwise pursuant to this Agreement or Program Addendum, including without limitation any such personal information about a Customer or their personnel.

1.11. "Services" or “Service”

means CSPP and any applicable support or professional services performed by Callgoose as detailed in a statement of work, or any other written form agreed to by the Parties and signed by their authorized representatives ("Professional Services"), and as set forth in the Program Form.

1.12. "Referral Credit" or "Credit"

means account credit on Partner's Callgoose account, earned as set out in Exhibit A. Credit has no cash value.

2. LICENSE

2.1 Grant of License

Subject to the terms and conditions outlined in this Agreement, Callgoose hereby confers upon Partner a non-exclusive, non-transferable, and revocable license ("License ") at no cost, for the purpose of marketing and distributing the Callgoose Service to Referrals. Additionally, Partner is granted permission to employ the Callgoose trademarks, logos, and URLs furnished by Callgoose and delineated in the website https://docs.callgoose.com/callgoose/branding ("Callgoose Marks ", subject to potential amendments by Callgoose), as well as any related materials, language, or code, exclusively for the promotion of the Callgoose Service, collectively referred to as "Marketing Materials ".

2.2 License Conditions

The usage of the Callgoose Marks under this license is contingent upon adherence to Callgoose's Trademark Usage Guidelines ("Guidelines "), accessible at https://docs.callgoose.com/callgoose/branding, and which are incorporated herein by reference. Callgoose reserves the right to modify these Guidelines at its sole discretion and may terminate this license by providing Partner with written notice, which may include electronic communication. A comprehensive catalogue of Callgoose's trademarks and logos, denoted as "Callgoose Marks ," is provided within the Guidelines.

Partner explicitly acknowledges and agrees that Callgoose maintains ownership of the Marks. Additionally, Partner recognizes that any goodwill arising from the utilization of the Trademarks by Partner herein shall solely benefit Callgoose. Partner is prohibited from registering any domain names that incorporate any Callgoose Marks as part of the domain name.

3. PROGRAM COMMITMENTS

3.1 Enrollment in the Program:

To gain entry to the Program, Partner must accomplish the online application for Program participation available on Callgoose's website ("Site") and formally accept the terms of this Agreement. Callgoose reserves the right to approve or decline any application at its sole discretion.

3.2 Legal Commitments

In the capacity of an official Partner of Callgoose, Partner hereby affirms its agreement to and concurrence with the stipulations articulated in this Agreement and the Program. Partner further acknowledges its commitment to comply with the Guidelines, along with any supplementary directives and regulations introduced by Callgoose from time to time, at its reasonable discretion, pertinent to Partner's continuous involvement in the Program and the promotion of the Callgoose Service to Referrals. In all actions undertaken pursuant to this Agreement, especially those related to the promotion of the Callgoose Service, Partner shall extend full cooperation to Callgoose and act in utmost good faith. By entering into this Agreement, Partner also acknowledges its awareness of and adherence to the terms and provisions established in Callgoose's Terms of Use ("Terms," accessible at https://www.callgoose.com/home/terms-of-use ) and Callgoose's Privacy Policy ("Privacy Policy," accessible at https://www.callgoose.com/home/privacy-policy ), as they pertain to Callgoose's delivery of the Callgoose Services to Referrals, with specific attention to Partner's obligation to comply with the Privacy Policy in all matters concerning the privacy of Referrals' information.

3.3 Promotional and Referral Activities

Partner commits to actively and consistently promote the Callgoose Services across diverse marketing channels using the Callgoose Marks and Marketing Materials. This promotional activity must be conducted in strict accordance with the terms delineated in this Agreement.

3.4 Prohibited Activities

Partner hereby undertakes not to associate Marketing Materials with content that is unlawful in any manner or is otherwise injurious, menacing, defamatory, indecent, offensive, harassing, sexually explicit, violent, discriminatory, or possesses any other objectionable attributes, as determined solely at Callgoose's discretion. Partner further commits not to disseminate unsolicited electronic communications to multiple unrelated recipients ("Spamming ") while promoting the Callgoose Service, or to engage in any form of mass electronic communication prohibited by applicable law in the course of activities contemplated under this Agreement.

3.5 Permissible Use of Callgoose Marks

3.5.1 Partner's Compliance

Partner expressly consents to abide by all the provisions herein, particularly those stipulated in Section 3(c), concerning the utilization of the Callgoose Marks and the creation of Marketing Materials.

3.5.2. Callgoose's Specifications

Callgoose shall provide, through the Guidelines and other means, specifications and directives pertaining to Partner's authorized use of the Callgoose Marks in the creation of Marketing Materials and the promotion of the Callgoose Service. Partner further agrees to adhere to all such specifications and directives.

3.5.3. Form and Modification

Partner shall ensure that all Callgoose Marks featured on its Marketing Materials conform to the form approved by Callgoose in the Guidelines or otherwise. Partner shall refrain from modifying any Callgoose Marks or making substantial alterations to other Marketing Materials, in contradiction to reasonable instructions furnished by Callgoose. Moreover, Partner shall comply with reasonable directives issued by Callgoose concerning the structure, content, and presentation of Marketing Materials. In the event of the termination of this Agreement for any reason whatsoever, or upon written request by Callgoose, the license granted herein shall be terminated, and Partner shall promptly cease all activities conducted under this Agreement.

3.6 Liabilities

Partner shall bear sole responsibility for its operations conducted under this Agreement, encompassing the legality of Partner's operations and materials generated and employed in connection with this Agreement. With the exception of claims alleging that the Callgoose Mark infringes upon the trademark rights of a third party, Callgoose shall not be held accountable for the creation, operation, or content of Partner's Marketing Materials. Partner hereby undertakes to defend, indemnify, and absolve Callgoose from any and all claims, legal actions, causes of action, damages, or expenses (inclusive of attorney fees) arising from the creation, operation, content, and upkeep of Partner's Marketing Materials.

3.7 Customer Relations

Throughout the Term and beyond, Callgoose shall maintain exclusive ownership over all relationships forged between Callgoose and Referrals via Partner, in relation to the Callgoose Service. This ownership encompasses any information identifying Referrals who engage Callgoose for the utilization of the Callgoose Service. The Terms, Privacy Policy, and Callgoose's regulations and procedures governing the Callgoose Service shall be applicable to these Referrals and may be modified by Callgoose without prior notification to Partner. Partner hereby agrees to communicate to Referrals the nature of their relationships with Callgoose, as per the Terms.

4. QUALIFIED REFERRALS, REWARDS

4.1 Qualified Referrals Definition

The term "Qualified Referrals " herein pertains to referrals meeting the subsequent criteria: Ensure completion of the Callgoose Partner sign-up procedures for the generation of a Unique Partner referral code. Professional services or applicable support is not eligible for Referral Credit under this referral program.

4.1.1 Referral Procedure

Partners have two options available to them:

• Referral via the Callgoose Sales Team
• Referral via the Unique Partner referral code or link

4.1.1.1 Referral via Callgoose Sales Team

Partners shall refer each potential Referral to Callgoose by utilizing an online form provided by Callgoose, referred to as the "Referral Form ." This form shall be fully completed and submitted to Callgoose. Upon receipt of each Referral Form, Callgoose shall dispatch an email to the Referral's specified email address. This communication shall outline the requisite steps for registration to receive Callgoose Services and to qualify as a "Qualified Referral ." Callgoose shall be accountable for overseeing the sales process concerning all Referrals. This is subject to the ongoing collaborative efforts of the Parties to facilitate the sales process to Referrals.

4.1.2 Referral via Unique Partner Referral Code or Link

4.1.2.1 Referral Process

• Partners shall share the Unique Partner referral code or link with potential customers.
• Customers shall utilize the provided Unique Partner referral code or link during their sign-up process with Callgoose and subsequently choose to acquire a paid subscription plan in order to qualify for participation in the referral program.

4.1.2.2 Additional Conditions

For additional conditions regarding Referral via the Unique Partner referral code or link, please refer to sections 4.1.1.1.1 (b) and (c) above.

4.2 Rewards

4.2.1 Collection

Callgoose is responsible for collecting all Subscription Fees directly from Referrals for the provision of the Callgoose Service.

4.2.2 Customer Discount

A Qualified Referral receives the discount set out in Exhibit A.

4.2.3 Referral Credit

Partner earns Referral Credit for each Qualified Referral as set out in Exhibit A. Partner must hold a Callgoose account to receive and use Referral Credit. Callgoose does not pay referral rewards in cash.

4.2.4 Taxes

Partner is responsible for all taxes, duties, governmental charges and similar levies that apply to Partner on Referral Credit. If Callgoose is legally required to cover or collect any such tax, it may do so in line with applicable tax regulations.

5. Term and Termination

5.1 Initial Term

This Agreement shall become effective as of the Effective Date and shall remain in force for a period of twelve (12) months ("Initial Term "), unless Callgoose declines Partner's application to participate in the Program.

5.2 Renewal Term

Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive and identical twelve (12) month terms ("Renewal Term ") unless either Party provides written notice of termination via email to the other Party, with such notice being given no less than thirty (30) days prior to the conclusion of the Initial Term or any Renewal Term.

5.3 Early Termination

5.3.1 Without Cause

Callgoose retains the right to terminate this Agreement at its discretion, for any reason or without stating a reason, by providing ten (10) days' written notice to Partner.

5.3.2 For Cause

Either Party may terminate this Agreement at any time, with immediate effect upon written notice to the other Party, in the event of a material breach of this Agreement by the Party receiving the notice. However, prior to terminating this Agreement, the Party serving the notice of termination must provide written notification of the substantial breach and allow the breaching Party a thirty (30) days opportunity to remedy said breach.

5.4 Effect of Termination

Upon termination of this Agreement, Partner's rights under this Agreement cease and no further Referral Credit is earned. Referral Credit already earned stays on Partner's Callgoose account, subject to Exhibit A. Amounts covered by Exhibit B continue to be handled under Exhibit B.

6. GENERAL

6.1 Modification of Agreement

Callgoose reserves the right to make reasonable modifications to this Agreement periodically. Such modifications may be communicated by posting changes on the Site (located at https://www.callgoose.com/home/referral-agreement) or via email notification to Partner. If Partner disagrees with any such modification, Partner has the option to terminate this Agreement for cause. However, if Partner chooses to continue participating in the Program following notification of changes to this Agreement, it shall constitute binding acceptance of the amended Agreement.

6.2 Assignment

Callgoose is authorized to assign this Agreement at its discretion and at any time. Partner, on the other hand, may not assign or transfer this Agreement without obtaining prior written consent from Callgoose. Such consent shall not be unreasonably withheld.

6.3 Intellectual Property Rights

All intellectual property rights, including but not limited to trademarks, trade names, logos, patents, copyrights, domain names, and derivative rights, associated with Callgoose Marks, the Callgoose Service, and related content and technology worldwide ("Callgoose IP Rights "), shall remain the exclusive property of Callgoose and its subsidiary companies. The License granted by Callgoose to Partner under Section 2 of this agreement is provided exclusively within the scope of this Agreement and its objectives.

Partner's usage rights concerning the Callgoose Marks are subject to Callgoose's discretion and contingent upon Partner's adherence to the terms stipulated in this Agreement, as well as the Guidelines, and in compliance with all applicable laws and regulations. Partner agrees to:

1. Abstain from using any Callgoose IP Rights in any manner that may reasonably breach this Agreement.
2. Refrain from taking any action contesting or impairing Callgoose IP Rights.
3. Avoid creating or obtaining any intellectual property rights, including but not limited to trademarks, trade names, logos, patents, copyrights, domain names, and derivative rights, that bear substantial similarity to any Callgoose IP Rights.
4. Promptly notify Callgoose of any instances of unauthorized use of Callgoose IP Rights of which Partner becomes aware.
5. Consistently use the Callgoose Marks and any other Callgoose Marks in accordance with the Guidelines. Callgoose retains the authority and discretion to periodically review any Marketing Materials presented by Partner and shall possess exclusive authority to instruct the removal and/or modification of any Marketing Materials presented by Partner.

6.4 No Waiver

The failure of either Party to enforce strict compliance with any provision of this Agreement by the other Party shall not be construed as a waiver of the enforcing Party's right to subsequently demand compliance with said provision or any other provision within this Agreement.

6.5 Limited Warranty

Both Parties affirm that throughout the Term, they shall adhere to all applicable laws, regulations, codes of practice, as well as the terms outlined in this Agreement, the Terms, Privacy Policy, and Guidelines. During the Term and following its termination, regardless of the reason, Partner explicitly agrees not to engage in any activities that could reasonably be expected to harm the business, interests, or reputation of Callgoose. Furthermore, Partner shall refrain from making, publishing, or allowing the publication of any disparaging remarks concerning Callgoose, its representatives, or the Callgoose Service.

6.6 Disclaimer of Warranty

Aside from the express warranty provided by Callgoose in the preceding subsection (6.5), Callgoose disclaims all other warranties, whether express or implied, of any nature. Callgoose explicitly disavows any and all warranties and conditions, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, availability, security, title, and non-infringement with regards to the subject matter of this Agreement.

6.7 Limitation of Liability

Neither Callgoose nor any of its officers, employees, directors, or representatives shall bear liability towards Partner or any third party, whether in contract, pre-contract, tort, or otherwise, under or related to this Agreement or its termination, for:

1. Any economic losses, including but not limited to loss of revenues, profits, contracts, business, or anticipated savings; or
2. Any loss of goodwill or reputation.

These losses encompass, without limitation, special, indirect, incidental, statutory, punitive, or consequential losses or damages, as well as losses or damages resulting from operational interruptions. Irrespective of any other circumstances or understandings between the Parties, Callgoose's overall liability to Partner under this Agreement shall not exceed $100 USD for any and all claims for damages of any nature brought forth by Partner under this Agreement. By entering into this Agreement, Partner acknowledges the limitations on Callgoose's liability set forth herein.

6.8 Independent Contractors

The Parties involved in this Agreement are acting as independent contractors, exclusively representing their own interests. Nothing contained in this Agreement shall establish a joint venture, agency, franchise, sales representative, employment, or any other form of relationship between the Parties beyond the scope explicitly defined in this Agreement. Partner is expressly prohibited from acting as a representative of Callgoose. Any use of Callgoose Marks by Partner under this Agreement, or any other content provided by Partner, or interactions between Partner and third parties, shall not misrepresent the relationships delineated herein.

6.9 Indemnification

Partner shall indemnify, defend, and hold harmless Callgoose and its subsidiaries, affiliates, officers, and employees (referred to as the "Callgoose Indemnified Parties ") from and against any and all costs, liabilities, losses, and expenses, including reasonable attorney fees, resulting from any claim, suit, action, demand, or proceeding initiated by a third party against the Callgoose Indemnified Parties arising from the following:

1. Partner's breach of this Agreement;
2. negligence, gross negligence, or willful misconduct by Partner or its employees, agents, or contractors; or
3. failure by Partner, its employees, agents, contractors, or invitees to comply with the laws and regulations referenced herein.

6.10 Confidential Information and Non-Solicitation

Each Party guarantees that any confidential information received from the other Party before, during, and after the conclusion of this Agreement will remain confidential. Information will be considered confidential if it pertains to pricing, discounts, Referrals' information, or if it is expressly designated as confidential by either Party. Throughout the duration of this Agreement and for one year after its termination, neither Party shall engage in the recruitment, employment, or solicitation of any employee of the other Party, or have such an employee work for them, whether directly or indirectly.

6.11 Force Majeure

A Party shall be relieved of its obligation to perform any of its duties under this Agreement if it is prevented from doing so due to an event of force majeure. "Force majeure " events shall encompass circumstances beyond the reasonable control of the Parties, including acts of God, government actions, natural disasters, labor strikes, civil disturbances, as well as failures or deficiencies in the performance of Callgoose's suppliers or the shortcomings of third-party objects, materials, or software. If a force majeure situation persists for more than thirty (30) days, either Party may terminate this agreement by providing written notice to the other Party.

6.12 Entire Agreement; Severability

This Agreement constitutes the comprehensive understanding among the Parties concerning the subject matter herein and their respective obligations and commitments under this Agreement. No other documents, oral agreements, or written agreements between the Parties shall have any bearing on the agreements set forth in this Agreement. To the extent possible, each provision of this Agreement shall be construed to be effective and valid under applicable law. However, if any provision of this Agreement is prohibited or found to be invalid under applicable law, such provision shall only be ineffective to the extent of such prohibition or invalidity, without affecting the validity of the remainder of the provision or the remaining provisions of this Agreement.

6.13 Non-Disparagement

Throughout the Term and for a period of five (5) years following its termination, Partner commits not to make any disparaging remarks about Callgoose, its officers, directors, or employees, or take any actions that could reasonably be expected to have an adverse impact on Callgoose's reputation. For the purposes of this Agreement, "disparage " encompasses any negative statement, whether in written or oral form, regarding Callgoose, its officers, directors, or employees. The Parties acknowledge and agree that this non-disparagement provision is a material term of this Agreement, and its absence would have resulted in Callgoose's refusal to enter into this Agreement.

6.14 Parties' Expenses

Each Party shall bear and be responsible for all of its respective costs, fees, and expenses incurred in the execution of this Agreement, unless otherwise mutually agreed upon by the Parties in written form in advance.

6.15 Counterparts; Notices

This Agreement may be executed in multiple counterparts, each of which shall be deemed valid and binding upon the parties hereto as if they had exchanged original signatures. All communications related to this Agreement shall be transmitted via email (with return receipt) or sent by next-day mail to the addresses specified in the Cover Page.

6.16 Governing Law; Jurisdiction; Dispute Resolution

This Agreement shall be governed by the laws of Singapore, without regard to any conflict of law principles. Exclusive jurisdiction shall rest with the Courts of Singapore. The sole and exclusive venue for any legal proceedings arising from this Agreement shall be an appropriate court situated within Singapore, and the Parties hereby forego and waive any objections or defenses related to venue or forum non conveniens. Before initiating any legal action concerning this Agreement, a Party must provide written notice of the dispute to the other Party, and the Parties shall actively and in good faith engage in negotiations aimed at achieving a prompt resolution of the dispute within ten (10) business days of receiving such notice.

Exhibit A — Referral Rewards

1. Customer discount. A Qualified Referral receives 20% off the Subscription Fees for its first three paid months.
2. Referral Credit. For each Qualified Referral, Partner receives Referral Credit equal to one month of the Subscription Fees paid by that Qualified Referral, excluding taxes, up to US$100 per Qualified Referral and US$1,200 per calendar year.
3. When Credit is earned. Credit is earned after the Qualified Referral has paid for two months or one annual invoice, and 60 days have passed from that payment without a refund.
4. Using Credit. Credit is applied automatically to future Callgoose invoices on Partner's account, for any Callgoose product, and may be used for any company under that account.
5. Limits. Credit has no cash value and cannot be withdrawn, refunded or transferred. Unused Credit expires 24 months after it is earned and ends when the account is closed.
6. Exclusions. No Credit is given for Partner's own companies, or for referrals that share Partner's email domain or payment card.
7. Reversal. If a Qualified Referral receives a refund or chargeback, Callgoose may reverse any related Credit that has not been used.

Exhibit B — Earlier Referral Fees

Referral Fees for Qualified Referrals made before [switch date] will continue to be added to Partner's Callgoose Wallet under the terms that applied when those referrals were made. Wallet balances will be paid to Partner's chosen payment destination, after which the Callgoose Wallet will close.