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eZaango Care Partners Referral Agreement

This Referral Agreement (“Agreement”) sets forth the terms and conditions pursuant to which an entity may refer to eZaango Care Partners (as defined below) qualifying leads for the sale by eZaango Care Partners of services provided by eZaango Care Partners. The individual who clicks the "I Accept" button below represents and warrants that he or she has the requisite authority to bind his or her company (“Referral Partner”) to this legally binding Referral Agreement, which is effective between the Referral Partner and eZaango Care Partners as of the date of such acceptance (“Effective Date”). In the event Referral Partner and eZaango Care Partners have executed or will execute a separate referral contract for the sale of eZaango Care Partners Services subscriptions, such executed contract shall supersede this Referral Agreement.

1. General Description.

eZaango Care Partners agrees to pay Referral Partner a referral fee for submitting qualifying leads which result in the sale of eZaango Care Partners Services to new customers in accordance with the terms set forth in this Agreement.

2. Lead Registration and Acceptance.

2.1 Lead Registration. To create a qualifying lead eligible for a referral fee, Referral Partner must register leads with eZaango Care Partners in conjunction with the current lead process in place. At eZaango Care Partners’s request, Referral Partner shall supply any additional information reasonably requested by eZaango Care Partners and/or assist eZaango Care Partners in making contact with the proposed lead by arranging an introduction, meeting, conference call or other means of communication with the proposed lead. Following receipt of approval by eZaango Care Partners, Referral Partner will be introduced to a eZaango Care Partners account manager to engage with the prospect. Prospect must purchase and pay for eZaango Care Partners Services within 90 days of the lead registration and approval or such longer period that may be authorized by eZaango Care Partners at its sole discretion and on a case-by-case basis.

2.2 Lead Acceptance. Within a reasonable period of time following Referral Partner’s submission of a proposed lead, eZaango Care Partners shall review the proposed lead and provide Referral Partner with a notification of its acceptance of the proposed lead as commissionable, or its rejection of the proposed lead. eZaango Care Partners will be under no obligation to accept any proposed lead submitted by Referral Partner and may reject or decline to accept proposed leads for any commercially reasonable reason as determined by eZaango Care Partners, including that:

• the proposed lead was an existing customer of eZaango Care Partners or of any of its affiliates (as defined below) at the time of submission of the proposed lead;
• eZaango Care Partners or any of its affiliates was already involved in discussions relating to the sale of eZaango Care Partners Services to the proposed lead at the time of submission of the proposed lead;
• the proposed lead has previously been submitted to eZaango Care Partners or any of its affiliates by Referral Partner or by any other third party;
• the proposed lead (a) does not meet eZaango Care Partners’ credit requirements, (b) is on a list of restricted or prohibited parties issued by the government of the Australia or any other jurisdiction, or (c) is located in a country that is subject to a Australia trade embargo or that is deemed a terrorist supporting country by the Australian Government; or
• the proposed lead is located in an area in which eZaango Care Partners or any of its affiliates has an exclusive arrangement for the sale of eZaango Care Partners Services or which eZaango Care Partners is otherwise prohibited by agreement or law from accepting.

3. Referral Fee

3.1 Fee. eZaango Care Partners will pay Referral Partner a referral fee equal to 5% of the agreed fee collected by eZaango Care Partners from leads registered by Referral Partner which are approved in writing by eZaango Care Partners and closed by eZaango Care Partners within 90 days of date of approval (or for such longer period as may be authorized by eZaango Care Partners pursuant to Section 2.1 above).

3.2 Eligibility. eZaango Care Partners Service renewals, support, implementation, training or other professional services are not eligible for referral fees. eZaango Care Partners will remit referral fees within 60 days after the qualifying lead’s subscription payment is received. Referral Partner will be solely responsible for payment of all taxes and other costs levied against the referral fee or its operations. eZaango Care Partners will manage eZaango Care Partners’ sales, provision, billing and collection activities with end-user Customers.

4. Term and Termination; Post-termination Fees.

This Agreement shall expire in the event Referral Partner has not registered a lead for six consecutive months. Either party may terminate this Referral Agreement with written notice to the other at any time. Unless the termination is for breach, it will not affect eZaango Care Partners’ obligation to pay referral fees for qualifying leads approved and current prior to the termination date.

5. General.

5.1 Restrictions; Disclaimer. eZaango Care Partners will handle all eZaango Care Partners’ sales, provision, billing and collection activities. Referral Partner may not use eZaango Care Partners’marketing materials or trademarks without prior written authorization in each case. The eZaango Care Partners will be provided to customers solely pursuant to a services agreement between eZaango Care Partners and its customers. eZaango Care Partners MAKES NO REPRESENTATIONS OR WARRANTIES TO REFERRAL PARTNER OR ITS LEADS, INCLUDING ANY EXPRESS OR IMPLED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, eZaango Care Partners WILL NOT BE LIABILE FOR ANY SPECIAL OR INCIDENTIAL DAMAGES THAT MAY ARISE UNDER THIS AGREEMENT AND IN NO EVENT WILL eZaango Care Partners’ LIABILITY EXCEED THE AMOUNT OF THE REFERRAL FEE FOR THE QUALIFYING TRANSACTION.

5.2 Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties, notwithstanding its use of the term "partner." There are no third-party beneficiaries to this Agreement. Referral Partner may not assign any rights or obligations under this Agreement without eZaango Care Partners’prior written consent.

5.3 Contracting Parties; Governing Law. Which entity is defined as “eZaango Care Partners” under this Agreement, to whom the Referral Partner should direct all legal or dispute-related notices under this Agreement and Victoria State laws will apply if there is a dispute between Referral Partner and eZaango Care Partners,

All eZaango Care Partners entities in the table above constitute affiliates under this Agreement. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules. If any provision of this Agreement is held by a court to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect its intentions, with all other provisions remaining in full force and effect. A party's failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless agreed to by that party in writing.