Referral Partner Agreement

This Referral Partner Agreement (the “Agreement”) is between the authorised partner for product referrals (“Partner”) and Fyle Inc, with its principal place of business at 2035 Sunset Lake Road, Suite B-2 Newark, DE 19702, United States (“Fyle”). Both Fyle and the Partner shall be individually referred to as “Party” and collectively as “Parties”.

The parties agree as follows:

1. Partner’s appointment and obligations:

1.1. The Partner is hereby appointed as a non-exclusive source for referrals of the software-as-a-service solution and services identified in Schedule I (“Fyle Product(s)”) during the term of this Agreement and in the territory defined in Schedule I (“Territory”). Fyle may revise the Fyle Product(s) (eligible for referral) set forth in Schedule I in its sole discretion, with prior written notice to the Partner. All intellectual property rights in and to the Fyle Properties whether registered or unregistered, will remain with Fyle. “Fyle Properties” include Fyle Product(s), marks, marketing materials, Confidential Information and other technologies, information and materials provided by Fyle to enable the Partner to market the Fyle Product(s). The Partner agrees not to associate Fyle Properties with content that is unlawful in any manner or objectionable.

1.2. Any entity in the Territory that is not (a) actively being pursued by Fyle’s sales representatives or other referral partners; (b) a recipient of proposal(s) from Fyle; (c) current customers of Fyle; or (d) competitors of Fyle, is eligible for referral (“Lead”). The Parties agree that, as a result of the Partner’s sales and marketing efforts, a Lead may purchase the Fyle Product(s) and subscribe to receive such Fyle Product(s) directly from Fyle.

1.3. Fyle shall connect with the Lead(s) and close the opportunity and inform the Partner. Fyle shall lead and manage the sales activity and sign an order form directly with the Lead. Upon successful subscription and payment of the subscription fee by the Lead(s) (“Closed Sale”), the Closed Sale will be mapped to the Partner and Fyle shall pay the Partner the Commission in accordance with Clause 2 below.

2. Payment Terms:

The Partner shall be entitled to a Commission as provided in Schedule I (“Commission”) only for a Closed Sale. The Closed Sales for a month will be aggregated and the Commission will be paid quarterly in a calendar year based on the slab rates as set forth in Schedule I. Fyle shall issue to the Partner a report detailing the Commission that has accrued during such quarter (“Payment Report”) via email. Subsequently, the Partner shall raise an invoice and Fyle shall make payment within thirty (30) days of receipt of the invoice. If the subscription of a Closed Sale is terminated before the completion of one year of subscription, then Fyle may claw back the full Commission paid to the Partner upon written notice to the Partner.

3. Confidential Information and Privacy:

The Parties to this Agreement agree to maintain the confidentiality of the information that each may disclose related to its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or in any other form or media, and whether or not marked as "confidential" ("Confidential Information"). The Parties, except as necessary for the performance of this Agreement, shall not disclose the Confidential Information to any third-party. Each Party is allowed to disclose the contents of the Confidential Information as required by applicable laws. Upon expiration or termination of this Agreement, the Parties agree to promptly return to each other or destroy all copies of Confidential Information in any form, and certify such destruction to the other Party.

4. Term and Termination

Subject to the termination, this Agreement shall commence from the date of registration  and consequent acceptance of this Agreement by the Partner (“Effective Date”) and shall subsist for a period of 1(one) year and automatically renew for additional successive 1 (one) year, unless terminated by either Party with thirty (30) days prior written notice to the other Party; or effective immediately, if the other Party files for insolvency or bankruptcy.  Fyle may terminate this Agreement with immediate effect for any material breach of the Agreement that is not cured by the Partner within ten (10) days of written notice. Upon expiration or termination of this Agreement all rights provided hereunder shall terminate and all marketing materials in possession of the Partner shall be returned to Fyle within 10 (ten) business days of the date of termination /expiry of this Agreement. Termination of this Agreement will not affect the rights and obligations of the Parties that accrued prior to the effective date of the termination.

5. Disclaimer of Warranties, Indemnification and Limitation of Liability:

FYLE DOES NOT MAKE ANY WARRANTY ON FYLE PRODUCTS, EXPRESS, IMPLIED, OR STATUTORY. THE PARTNER SHALL NOT PROVIDE ANY WARRANTY ON BEHALF OF FYLE AND AGREES TO INDEMNIFY FYLE IN BREACH OF THIS OBLIGATION. THE PARTNER SHALL INDEMNIFY AND HOLD FYLE HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, LOSSES, DAMAGES, LIABILITIES, FINES, PENALTIES, COSTS AND FEES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF ANY BREACH OF THIS AGREEMENT BY THE PARTNER. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT NEITHER PARTY SHALL BE LIABLE UNDER CONTRACT, TORT OR OTHER LAW OR EQUITABLE THEORY FOR ANY EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND. THE AGGREGATE LIABILITY OF FYLE IS RESTRICTED TO THE AGGREGATE COMMISSION PAID IN THE LAST TWELVE (12) MONTHS PRIOR TO THE FIRST CLAIM.

6. Miscellaneous

6.1. Entire Agreement and Revisions: This Agreement, together with the schedule, constitute the entire agreement, and supersedes all prior agreements between the Parties on the subject matter hereof. Fyle may amend the Agreement and will notify the Partner of any material amendments not less than ten (10) days prior to the effective date of any amendments.

6.2. No Waiver: A Party’s non-exercise of any right under or provision of this Agreement does not constitute a waiver of that right or provision of this Agreement.

6.3 Relationship of the Parties: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.

6.4 Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 3, 4, 5 and 6 shall survive any expiry or termination of this Agreement.

6.5 Notices and Consent to Electronic Communications: All notes required to be provided under this Agreement shall be provided (a) by Partner to partners@fylehq.com with a CC to vikram.pothnis@fylehq.com, and (b) by Fyle to the electronic mail address provided by Partner in the partner registration form. limitation Clauses 3, 4, 5 and 6 shall survive any expiry or termination of this Agreement.

6.6. Governing Law and Dispute Resolution: This Agreement shall be governed by the laws of the State of Delaware, USA without reference to principles of conflict of law and the courts in Delaware shall have exclusive jurisdiction over any disputes arising in connection with this Agreement.