Ambassador Agreement
CIO Landing promotes cooperation between businesses. To show our appreciation we want to reward those who refer potential clients to us. This document details the Terms and Conditions for the commissions we will provide.
Terms and Conditions
This Ambassador Agreement is entered into by and between CIO Landing, Inc. (hereinafter referred to as “we” or “CIO Landing”) and the Ambassador (hereinafter referred to as “you” or “Ambassador”). CIO Landing and Ambassador may be referred to collectively as the “Parties” and individually as a “Party”.
WHEREAS
CIO Landing is in the business of Managed Services Provider (“Business”).
- The Ambassador wishes to refer Prospects to CIO Landing, who may be interested in engaging CIO Landing services; and,
- The parties desire to enter into a referral relationship under which the Ambassador may refer Prospects to CIO Landing in exchange for a Commission (as defined below and provided herein).
NOW THEREFORE
in consideration of the foregoing and of other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follow:
1. Referral of Potential Clients. Beginning on the Effective Date, the Ambassador may provide written notification to CIO Landing regarding one or more Prospects interested in engaging in CIO Landing’s Managed Services.
2. Performance. Ambassador warrants that it shall comply with all applicable laws and regulations in referring a Prospect to CIO Landing and in the performance of this Agreement.
3. Acceptance. At its sole discretion, CIO Landing reserves the right to reject any Prospect. Any existing CIO Landing client will not be considered a new referral. If CIO Landing does accept a Referral, the Referral will be subject to all terms and conditions required of all CIO Landing Clients.
4. Earned Commissions and Payment Structure. The Parties agree that the authorized Ambassador shall be compensated as follows (“Commissions”):
a. CIO Landing will pay 5% of the Managed Services MRR that CIO Landing receives from a client referred by the Ambassador.
b. To receive commissions, the agreement between the referral and CIO Landing must be signed within 180 days of the Referral Form Submission. For the purposes of this Agreement, a warm introduction is defined as a situation where the person making the introduction has a direct, established relationship with the individual being introduced.
c. Commissions will be paid for the lifetime of the client relationship, as long as the client remains a client in good standing, there is an active Managed Service Agreement between CIO Landing and the client and Client continues to pay CIO Landing for the Managed Services.
d. Commissions will be paid quarterly when CIO Landing receives payment, following the cash-based method
Effective Date and Term of Agreement
This Agreement shall be effective on the signature date (the “Effective Date”) and shall continue until terminated by either Party upon 30 days’ written notice. Any active commissions will continue according to section “Earned Commissions and Payment Structure”.
Payment
All payments shall be made electronically to the bank account provided by the Ambassador. The Ambassador further consents to and authorize the processing of payments via third-party providers and the disclosure of their payment information to such third parties.
Confidentiality and Property Rights
Throughout the duration of this Ambassador Agreement, it may be necessary for CIO Landing to disclose protected information including, but not limited to, industry and trade secrets, proprietary, and confidential information to ensure the Ambassador can successfully sell the service(s). The Ambassador is not permitted to share or disclose such confidential information whatsoever without written permission from CIO Landing. CIO Landing retains all of its intellectual property rights in and to its Confidential Information. Immediately upon a written request by CIO Landing at any time, the Ambassador will turn over to CIO Landing all Confidential Information of them and all documents or media containing any Confidential Information of CIO Landing and any and all copies or extracts thereof. Further, the Ambassador shall promptly return to CIO Landing all copies, whether in written, electronic, or other form or media, of CIO Landing’s Confidential Information, or destroy all such copies and certify in writing CIO Landing that such Confidential Information has been destroyed. In addition, the Ambassador shall also destroy all copies of any notes created by CIO Landing or its authorized Representatives and certify in writing to the CIO Landing that such copies have been destroyed.
No Solicitation
Neither Party shall solicit, recruit, hire, or otherwise compensate any Client for the purpose of offering or selling the same products or services currently provided by the original Party to that Client. Additionally, neither Party shall solicit, recruit, hire, or otherwise compensate any employee or contractor of the other Party. These restrictions apply during the term of this Agreement and for a period of 12 months thereafter.
Each Party acknowledges that a breach of this provision would result in significant and irreparable harm, making it difficult to determine the exact amount of damages. Therefore, in the event of a violation, the breaching Party shall make a one-time payment to the non-breaching Party equal to 100% of the remaining contract term of the Client, employee, or contractor.The Parties agree that this amount is not intended as a penalty but is a reasonable estimate of the projected costs the non-breaching Party would incur.
No Joint Venture
This Agreement does not create partnership, joint venture, association, agency, franchise, contract of employment or comparable relationship between the parties, and neither party shall have the authority to bind the other party for any purpose not expressly set forth herein
Warranties and Representation
The Parties to this Agreement fully represent that they are authorized to enter into this Ambassador Agreement. The obligations and performance of either CIO Landing or Ambassador shall not infringe upon or violate the rights of any third party, violate any other agreement between CIO Landing or Ambassador, any other individual, business entity, or formal organization, or interfere with any law and or governmental regulation.
Severability
In the event any part or provision of this Ambassador Agreement is deemed unenforceable or invalid, in part or in whole, that part shall be severed from the remainder of the Ambassador Agreement, and all other parts or provisions shall continue in full force and effect as valid and enforceable.
Waiver
No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy.
Taxes
The Ambassador is responsible for remitting taxes directly to the appropriate tax authority. A W-9 form will be provided to the Ambassador for completion and return, enabling accurate documentation of commission-related activities.
Dispute Resolution
In the event of any dispute arising out of or in connection with this Agreement, the Parties agree to first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved through negotiations, it shall be settled through binding arbitration conducted in Chicago, IL. The decision of the arbitrator shall be final and binding on the Parties.
Assignment
You may not assign this agreement or any rights under this agreement unless we consent in writing. Subject to the foregoing, this agreement and all terms set forth herein will be binding on your and our successors and assigns, whether by operation of law, merger, sale of assets or otherwise. CIO Landing may assign or transfer its rights and obligations under this Agreement for any reason, at any time, without notice to, or consent from the Ambassador.
Survival
If any provision of this Agreement shall be determined to be invalid, void illegal or inoperative, such provision shall be construed and amended in a manner which would permit its enforcement and maintain the parties’ original intent, but in no event shall such provision affect, impair or invalidate any other provision in this Agreement.
Force Majeure
Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to: acts of God, fire, flood, drought, earthquake, volcanic eruption or other natural disasters; strikes, lockouts, or other labor disturbances; acts of war, terrorism, rebellion, or civil unrest; governmental actions, laws, or regulations; national emergencies; or unavailability of internet connectivity. In addition, CIO Landing shall not be held liable for non-performance or termination of this Agreement if such failure or termination results from significant financial constraints or economic hardship that materially affect its ability to fulfill its obligations. Each party shall use commercially reasonable efforts to mitigate the impact of any such event and resume performance as soon as practicable.
Modification and Consent
This Agreement represents the entire agreement between the parties and supersedes any and all prior or contemporaneous oral or written agreements. CIO Landing reserves the right to modify, amend, or update this agreement at any time, at their sole discretion. Continued use of the services governed by this agreement after any such changes constitutes your acceptance and consent to the updated terms.
Agreement
With regards to the terms as posted above, CIO Landing and the Ambassador are in agreement