Loxo Partner Referral Program Terms & Conditions

This Partner Referral Agreement (this “Agreement”) is made and effective as of the date above by and between Loxo (“COMPANY”) by the “Partner”. Each of COMPANY and Partner is referred to herein as a “Party” and collectively as the “Parties.” Must be a current Partner with to be eligible for referral payout. May not be combined with any other offers or discounts.

1. Appointment Of Partner Structure Of The Agreement
   1. The provision of referral services by Partner (“Referral Services”) will be governed by the terms and conditions outlined here.
   2. COMPANY reserves the right, in its sole and absolute discretion, to modify, update, or change the Services (including the prices thereof) and the Commissions (as defined below) at any time.
   3. Partner has no authority to (i) negotiate any contract for or on behalf of COMPANY or bind COMPANY to any contract, representation, or understanding concerning COMPANY, the Services, or any other product or services offered by COMPANY outside the scope of this Agreement or (ii) make any representations or warranties concerning the Services of Partner’s relationship with COMPANY. COMPANY may, in its sole discretion, accept or reject any prospective subscriber or customer of the Services submitted to it by Partner.
   4. COMPANY, as its sole discretion, has the right to refuse to approve any New Customer or sales opportunity associated with that Partner submitted by a Partner.
2. Commissions
   1. Upon the terms and subject to the conditions of this Agreement, COMPANY shall pay Partner an initial software opportunity rewards (“Commissions”) for each actual subscriber, or customer of the Services (each such subscriber or customer, a “New Customer” that arises directly from Referral Services performed in accordance with the terms and conditions of this Agreement. Commissions to be paid will be determined in accordance with and subject to the terms and conditions set forth in either the Referral Description of Services and in this Section 2. The Commissions are the only compensation to be paid to Partner for the performance of its obligations under this Agreement.
   2. COMPANY shall pay the Commission to Partner in respect of a New Customer only if all of the following conditions are satisfied:
      1. Partner must submit application to partners@loxo.co and be approved as a Loxo Partner to be eligible for payout on referrals who come in referencing Partner as the source.
      2. All referrals must be submitted to COMPANY via the provided affiliate partner portal. All referrals must be submitted prior to end user contract and services order form execution. Questions or concerns are to be submitted to partners@loxo.co.
      3. All referrals must have an introduction to the prospect written to COMPANY via email sent to sales@loxo.co.
      4. COMPANY did not have previous interaction with the referral, either as a former COMPANY customer, through a demo request within the past 12 months, or have been in touch with Loxo Sales/Business Development team within the past 6 months.
      5. The Partner is not affiliated with or an Partner of the New Customer; and
      6. The Partner has had direct personal contact with the New Customer and Partner has directly endorsed and recommended the Services to the New Customer; provided, however, that COMPANY will not be obligated to pay the Commission to Partner if Partner uses mass mailings and/or other forms of mass solicitations to potential customers for Services.
      7. For the Services, as more particularly described in Exhibit A, the New Customer must execute one (1) or more customer service agreements with COMPANY for Services within ninety (90) days after the date on which New Customer is first approved by COMPANY.
   3. Partner acknowledges and agrees that, in the event a New Customer is referred to COMPANY by more than one Partner, COMPANY will pay the Commission to the Partner who first submitted the New Customer information to COMPANY; provided, however, that COMPANY may, in its sole and absolute discretion, determine to split the applicable Commission between the Partners in certain situations.
   4. Partner must provide written notice of any dispute to partners@loxo.co with respect to a Commission within the longer of sixty (60) days of its receipt of such Commission or ninety (90) days of installation of New Customer’s Service, with any Commission not disputed being deemed accepted by and binding upon Partner, except if COMPANY is entitled to recover some or all of any such Commission upon the occurrence of certain chargeback events as provided herein.
3. Relationship Of The Parties
   1. The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this referral agreement and at no time may the Partner position itself as affiliated to the Company, except as an independent referrer. In view of this independent relationship the Partner shall not enter into any agreements on behalf of the Company, shall make no warranty either expressed or implied on behalf of the Company and shall not incur any expenses on behalf of the Company. Partner shall do no nothing that would discredit, injure the reputation of, or reflect adversely upon COMPANY or its product or service. Partner acknowledges that COMPANY will conduct sales and marketing (including through or in cooperation with other Partners or affiliates) with respect to the Services in any and all locales, and that no agreement has been reached between the Parties to make any division of territory in which either of the Parties will be conducting sales and marketing activities with respect to the Services, whether by subscriber type, industry or geographic location. Throughout the Term (as defined below) and at all times thereafter, COMPANY shall retain full and exclusive information relating to New Customers originated by Partner hereunder for the Services insofar as such information related to or results from the provision of Services to such New Customers.
4. Certain Obligations Of The Parties
   1. Partner agrees that, during the Term, it shall:
      1. Submit leads for the Services only in accordance with this Agreement and such other written terms established by COMPANY from time to time;
      2. Not make representations or guarantees concerning the Services which are false, misleading or inconsistent with any marketing or other materials published and other supplied by COMPANY from time to time.
      3. Use only COMPANY-approved marketing materials and not develop or use any other product literature or modify any materials provided by COMPANY; that isn’t present in the Customer referral terms.
   2. Partner acknowledges and agrees that COMPANY, in its sole discretion, may (i) contact or take any other action it deems appropriate with respect to any New Customer to which Partner refers to COMPANY and (ii) modify, suspend, and/or terminate the terms and conditions of a New Customer’s agreement with COMPANY and/or the Services and pricing therefore at any time as permitted in COMPANY’s agreement with such New Customer.
5. Confidentiality
   1. The Partner agrees not to disclose any confidential information pertaining to the Company’s goods or services nor that of prospective or existing customers to any third party. The Partner may do follow-up enquiries with its referred customers to confirm their purchase and to gather feedback about their experience with the Company’s goods or services as supplied. Confidential Information is and shall remain the exclusive property of COMPANY and may be used by the Partner solely in the performance of its obligations under this Agreement. Neither Party shall make any public announcement (including, but not limited to, press releases) regarding this Agreement or any relationship between Partner and COMPANY without the express prior written consent of the other Party.
6. Non-Solicitation
   1. Partner shall not directly or indirectly induce any New Customer or its affiliates to discontinue it’s or their relationship with COMPANY.
7. Acceptance of Referrals
   1. Upon receipt of the complete referral information, COMPANY has the right to decline the referral. COMPANY may decline a referral if, as of the date that complete referral information was provided by PARTNER:
      1. The referral is in possession of a current proposal from COMPANY;
      2. The referral has had one or more in-person or virtual meetings or substantial communications with COMPANY’s representatives during the twelve (12) months preceding the date of receipt of the referral submission; for clarity, substantial communications could include without limitation an exchange of an email between COMPANY and the referral followed by a response of the referral’s representatives.
      3. COMPANY has already received within the last three months a referral submission for that referral from a third party; or
      4. COMPANY has already established a business relationship with the referral or an affiliate of the referral.
8. Representations & Warranties: Disclaimer
   1. Partner hereby represents and warrants that:
      1. Its execution of this Agreement and its performance of its obligations hereunder do not breach any agreement or obligation to which it is currently bound
   2. Partner ACKNOWLEDGES THAT THE SERVICES PROVIDED BY COMPANY ARE PROVIDED ON AN “AS IS” BASIS AND THAT, NOTWITHSTANDING ANY OTHER ORAL OR WRITTEN COMMUNICATIONS WITH COMPANY ABOUT OR IN CONNECTION WITH ANY SUCH SERVICES, COMPANY MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERRUPTION OR AVAILABILITY OF THE SERVICES, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NOTWITHSTAND ANYTHING IN THIS AGREEMENT TO THE CONTRARY, COMPANY IS NOT LIABLE TO Partner WHATSOEVER AS A RESULT OF OR IN CONNECTION WITH THE DISCONTINUANCE, UNAVAILABILITY, OR FAILURE OF THE SERVICES.
9. Termination
   1. This Agreement shall be effective on the Effective Date and shall continue for a period of one (1) year from the Effective Date (the “Initial Term”) and shall automatically renew thereafter for successive one (1) year terms (the Initial Term and any such extension thereof collectively referred to herein as the “Term”), unless terminated earlier in accordance with the terms hereof.
   2. Either Party may terminate this Agreement at any time upon giving the other Party at least thirty (30) days’ prior written notice.
   3. This Agreement may be terminated by COMPANY:
      1. Upon at least ten (10) days’ prior written notice by COMPANY for breach by Referral Partner of any provision of this Agreement;
      2. Upon termination of this Agreement and provided Referral Partner continues to comply with the terms and conditions of this Agreement, COMPANY will remain obligated to pay Commissions for each Referral Customer that was referred to COMPANY prior to the date of termination as long at the Referral Partner remains an active COMPANY customer: provided, however, that each such Referral Customer was referred to COMPANY in accordance with all the terms and conditions of this Agreement. Upon termination of this Agreement pursuant to Section 8.2, COMPANY shall have the right to terminate all Commission payments to Referral Partner immediately upon such termination.

Exhibit A: Referral Description Of Services

1. Services In accordance with the terms and conditions of the Agreement, Partner is authorized to provide Referral Services to COMPANY for the following Services:
   Eligible Services
   1. Tiered plans – recurring monthly or annual user license fees only.
2. Ineligible Services
   1. Setup and other non-recurring fees, including but not limited to data migrations, implementation fees, custom development fees, and other professional services.
   2. Non-standard services.
3. Commissions
   Subject to Sections 1, 2, 4, and 8 of the Agreement and the terms and conditions of this Referral Description of Services, Company shall pay the following Commissions to Partner for qualified referral leads for the Services accepted, provisioned, billed, and collected by COMPANY:
   1. COMPANY will pay to Partner a Commission based on the following scenarios leading to Billed Monthly Minimum Commitment Recurring Revenue of:
      1. COMPANY will pay to Partner ten percent (10%) up to $500 of the New Customer’s Billed Monthly Minimum Commitment Recurring Revenue (as defined below) for the first year only of the initial term of the services identified in the initial Customer Agreement for eligible Services for each New Customer that Partner refers to COMPANY via email introduction for Services that result in such New Customer entering into a written agreement with COMPANY that contractually obligates the New Customer to pay monthly revenue for the applicable Services ordered from COMPANY for as long as the New Customer is an active paying user, provided the Agreement is not terminated.
   2. “Billed Monthly Minimum Commitment Recurring Revenue”: The amount determined by the contracted minimum monthly users for the initial contract term of the applicable New Customer agreement with COMPANY.
   3. “Billed Monthly Revenue”: The amount consisting solely of the base monthly recurring contracted minimum user license fees billed to New Customer for the Services ordered, after application and deduction of discounts, credits and other promotions offered by COMPANY in connection with such Services. By way of illustration, but not limitation, Billed Monthly Revenue would exclude taxes, set-up fees and fees for additional add-on services such as extra bandwidth and additional hourly support charges.
   4. “Early Termination, Non-Payment, or Company Approved Discounts”: There will be a cessation of commissions paid on a New Customer account that terminates early, is terminated due to non-payment, or receives a discount for any reason approved by COMPANY, commissions will reflect this.
4. Payment Of Commissions
   COMPANY will use commercially reasonable efforts to pay Commissions due and owing to Partner thirty (30) days after the close of each calendar quarter for all collected, and recognized revenue as a direct result of Partner’s solicitation and/or referral of Customer based on the Partner Lead provided. Notwithstanding the foregoing, in addition to the adjustment permitted in Section 4 below, COMPANY reserves the right to (i) without notice, set-off against any Commissions payable to Partner hereunder any amount due COMPANY by Partner, including, without limitation, the amount of any previous Commissions paid to Partner in error and the amount of any charge-backs permitted pursuant to Section 2 above and Section 4 below and (ii) withhold the last month’s payment of Commissions owed to the Partner for a period of up to six (6) months in order to determine whether any set-off or other charge-backs are necessary, including, without limitation, charge-backs permitted pursuant to Section 4 below.
5. Adjustment For Collected Amounts
   Notwithstanding anything to the contrary herein or in the Agreement COMPANY reserves the right, at any time and from time to time, to (i) compare the Billed Monthly Revenue upon which the Commissions are based and paid to Partner the actual amount of such Billed Monthly Revenue paid by the applicable New Customer to COMPANY (the “Collected Monthly Revenue” ) and (ii) if the amount of the commissions were based upon the Collected Monthly Revenue is less than the amount of Commissions actually paid to Partner, COMPANY may charge back to Partner the difference in amount. Partner agrees any amounts to be charged back will be deducted from the next Commission payment provided COMPANY notifies Partner of the chargeback amount within ninety (90) days of the initial commission payment.

Exhibit B: Guidelines Regarding Use of Company’s Service Marks

1. The Referral Partner may make use of the COMPANY’s trademarks for the sole purpose of promoting the COMPANY’s goods or services. Any such use shall be in accordance with the COMPANY’s trademark policies. It is expressly understood that this referral agreement does not grant the Referral Partner any interest in the Company’s trademarks or any other intellectual property rights. All advertising and promotional material to be used by Referral Partner that bears the Applicable COMPANY Marks or references COMPANY or the Services (including advertising and promotional material on the Internet) shall either be prepared by COMPANY or, if prepared by Referral Partner, its use shall be subject to the express prior written approval of COMPANY. Referral Partner may not alter or otherwise modify any such advertising or marketing materials, which it is authorized to use without the express prior written consent of COMPANY.