General

1. These Okendo Referral Terms apply to the relationship between you and Okendo Pty Ltd (ACN 165 005 989). If you are agreeing to this agreement not as an individual but on behalf of your company, then “you” means your company, and you are binding your company to this Reseller Agreement.

2. In this document, the words:

   1. Credits means an amount to be credited towards any fees for service owing by you to Okendo, as more specifically described in the Referral Tiers.
   2. Benefits means any additional incentive, reward or consideration in excess of any Credits, as more specifically described in the Referral Tiers.
   3. Merchant means a third party user of the Service referred to Okendo by you.
   4. Okendo refers to Okendo Pty Ltd (ACN 165 005 989), the operator of the Service and all of its related entities.
   5. Referral Tiers means the schedule of Credits and Incentives available at https://support.okendo.io/en/articles/5902507-okendo-referral-program-tiers.
   6. Referred Merchant means any unique Merchant that:
      1. has registered for a paid Okendo account; and
      2. was introduced by you to Okendo in the last 90 days, via a referral link, or some other mechanism approved by Okendo in its sole discretion.
   7. Revenue Generating Activity means a revenue generating activity carried out by you, as determined by Okendo, and includes an introduction of a Referred Merchant that results in monthly recurring revenue received from that Referred Merchant by Okendo.
   8. Service means https://okendo.io and any Okendo software application.
   9. “we", "our", "us” and "Okendo" refers to Okendo Pty Ltd (ACN 165 005 989), the operator of the Service and all of its related entities.

3. These Okendo Referral Terms should be read in conjunction with the Terms of Use, Privacy Policy (collectively, the ‘Agreement’), which is available at http://okendo.io

4. By using or accessing the Services, you (“you“) agree to all the terms and conditions of the Agreement, and if you do not agree to all the terms and conditions of the Agreement you should not and are not permitted to use the Services.

Okendo Terms of Use

1. All use of the Service by Merchants is subject to the Okendo Terms of Use, and you may not purport to impose any other terms pertaining to their use of the Service.

2. You are responsible for ensuring that each Merchant enters into the Okendo Terms of Use in a manner that is legally binding upon the Merchant. This may require you to:

   1. notify each Merchant that the Services are subject to the Okendo Terms of Use and that by placing an order with Reseller the Merchant agrees to the Okendo Terms of Use;
   2. include either a copy of or link to the Okendo Terms of Use in in your interaction with any Merchant; and/or
   3. obtain from each Merchant written confirmation of acceptance of the Okendo Terms of Use prior to the use of the Service by any Merchant. You must provide evidence of such acceptance by the Merchant to Okendo upon request.

3. You agree to immediately notify us of any known or suspected breach of the Okendo Terms of Use or other unauthorized use of the services and to assist us in the enforcement of the terms of the Okendo Terms of Use.

Identification as Referral

1. You are permitted to identify yourself as an Okendo “referrer” solely in connection with your promotion of the Services. You may not use any Okendo trademark, logo or service mark without prior written permission.

Referral Obligations

1. Compliance with Laws

   In addition to, and without limiting the provisions of this agreement, you will perform your obligations in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

2. Duty to Inform

   You shall promptly inform Okendo of any information known to you that could reasonably lead to a claim, demand or liability of or against Okendo by any third party.

3. Duty to Disclose

   If you are acting as an agent on behalf of a Merchant, then you will disclose to the Credits that you are entitled to receive from Okendo in accordance with this agreement and the FTC Guidelines available at https://support.okendo.io/en/articles/5902502-ftc-guidelines.

Referral Credits

1. Subject to your compliance with this Agreement, Credits and Benefits due to you will be calculated by Okendo in accordance with the Referral Tiers each month, provided that you have completed at least one Revenue Generating Activity in that month.

2. Credits due to you will be calculated by Okendo upon receipt of payment from a Referred Merchant.

3. Okendo distributes Credits owing to its you once per month (each such period, a “Billing Period”).

4. Notwithstanding anything to the contrary in this Agreement, Okendo shall not be responsible to issue any Credits:

   1. related to revenues that have been refunded to Merchants by Okendo;
   2. for a Merchant created or owned in whole or in part by a you;
   3. related to fraudulent sales;
   4. related to revenues that have been subject to charge-backs; or
   5. to anyone who is employed by the Merchant to whom the Credits relate (whether full-time, part-time, term or any other employment-type relationship).

5. If any Credits or Benefits issued by Okendo are subsequently discovered to be subject to one or more of the exclusions set out in clause 5.5, or to have been issued in error, Okendo shall have the right to reclaim such Credits issued to you immediately on demand, and may at its discretion charge you for the value of the Credit by way of any billing arrangement currently in place with Okendo for any other purpose.

6. Okendo reserves the right to modify the Referral Tiers at any time upon reasonable advance notice to you. Such notice will be provided by email, posting a notice on the Okendo blog. In the event of any disputes over Credits, Okendo’s determination will be final and binding.

Termination

1. Unless otherwise specified in the Agreement, either Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other Party.

2. Okendo reserves the right to cancel or modify this Agreement in its entirety, including Credits, at any time. If a significant change is made to this agreement, including any material change to Referral Tiers, Okendo will provide reasonable notice by email.

3. Upon termination of this Agreement:

   1. you shall immediately cease displaying any Okendo creative and/or any Okendo trademarks on any website or otherwise; and
   2. all rights granted to you hereunder will immediately cease, including but not limited to the right of you to receive any issue of Credits.

4. Okendo may, in its absolute discretion, refuse service to any person or entity.

5. Okendo may, without notice to you and in Okendo’s sole discretion issue you a warning, restrict your activities on the Service, temporarily suspend, indefinitely suspend or terminate your login and refuse to provide services to you if:

   1. you have, or Okendo believes that you have, breached this Agreement;
   2. Okendo are unable to verify or authenticate any information you have provided via the Service;
   3. Okendo believes that your actions may cause loss or damage to or otherwise unlawfully harm you, Okendo’s users, third parties or Okendo, related bodies corporate or affiliates and its directors, employees or agents; or
   4. if Okendo reasonably believes that any of your information is incorrect, misleading, inappropriate or of an offensive nature.

Privacy

1. Any information you provide to us, either intentionally or incidentally is subject to our Privacy Policy, which governs our collection and use of your information. You agree that you consent to the collection and use (as set forth in the Privacy Policy) of this information.

2. We collect personal information about you in order to process your registration and provide you with services and for purposes otherwise set out in our Privacy Policy.

Indemnities

1. You agree to indemnify, defend and hold harmless Okendo and any Okendo directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of:

   1. your breach of any representation, warranty, obligation or covenant under this Agreement;
   2. your gross negligence or wilful misconduct;
   3. any warranty, condition, representation, indemnity or guarantee relating to Okendo granted by you to any third party;
   4. your breach of any term of this Agreement (including any documents it incorporates by reference) or the Okendo Terms of use;
   5. your relationship with any Merchant.

Intellectual Property

1. Definitions:

   1. Content means a creative expression and includes, without limitation, video, audio, photographs, images, illustrations, animations, logos, tools, written posts, replies, and comments, information, data, text, software, scripts, executable files, graphics, and interactive features, any of which may be generated, provided, or otherwise made accessible on or through the Service.

2. For Content uploaded by you, or given to us, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, perpetual worldwide license for its use.

3. The Service contains material which is owned by or licensed to Okendo. This material includes, but is not limited to, the design, layout, look, appearance and graphics.

4. Reproduction of all Content that appears on the Service is prohibited, except where explicitly authorised by this Agreement.

5. All trademarks reproduced in the Service which are not the property of, or licensed to, the operator are acknowledged on the Service. Okendo and/or third parties retain ownership of all intellectual property rights in all Content.

6. Unless otherwise indicated, all materials on the Service, and the website itself, are protected by copyrights, trademarks and/or other intellectual property rights. Except for the bona fide purpose of considering an invitation to treat from Okendo or as otherwise permitted by law, this site or any portion of this site may not be reproduced, duplicated, copied, sold, re-sold or otherwise exploited for any commercial purpose that is not expressly permitted by Okendo.

7. Any other use of materials on the Service, including reproduction for purposes other than your personal non-commercial use, modification, distribution or republication, without the prior express written permission of Okendo is strictly prohibited.

General

1. If the whole or any part of any clause of this Agreement is illegal or unenforceable, it will be severed from this Agreement and will not affect the continued operation of the remaining provisions of this Agreement.

2. This Agreement:

   1. accurately reflects the agreement between the parties as to its subject matter;
   2. records the entire agreement between the parties with respect to the subject matter of the Agreement; and
   3. supersedes all prior representations and agreements in connection with that subject matter.

3. The failure of Okendo at any time to insist in performance of any obligation of you under this Agreement is not a waiver of its right:

   1. to insist on performance of, or claim damages for breach of, that obligation unless that party acknowledges in writing that the failure is a waiver; and
   2. at any other time to insist on performance of that or any other obligation of the other party under this Agreement.

4. This Agreement does not create a relationship of employment, agency or partnership between the parties.

5. Nothing in this Agreement is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties to this Agreement.

6. This Agreement is governed by the laws and the Parties submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.