Referral Agreement

This Referral Agreement ("Agreement") is entered into between Crowdset Inc. ("Crowdset") and the referral partner ("Referral Partner"). By participating in the referral program, the Referral Partner agrees to the following terms and conditions:

Referral Program

The Referral Partner will refer eligible companies to Crowdset using the referral form at

https://www.crowdset.cc/cdap-info?r=<Referral Partner's referral code> or by emailing info AT crowdset.cc. By doing so the Referral Partner agrees to adhere to the terms of this agreement.

For each successful referral, the Referral Partner will receive a referral fee, subject to the terms and conditions outlined below. The Referral Partner's referral code may be their email address or another unique identifier assigned to them by Crowdset.

Referral Fee

Crowdset agrees to pay the Referral Partner a referral fee of $1000 CAD for each eligible company that the Referral Partner refers to Crowdset, provided that the referred company:

a) Completes a digital adoption plan with Crowdset as per the Canada Digital Adoption Program (CDAP);
b) Pays Crowdset the fee of $15,000 CAD; and
c) Is not an existing client of Crowdset.

Discounts

If Crowdset offers a discount to the eligible company, the referral fee payable to the Referral Partner will be reduced by an amount equal to the percentage of the discount offered. For example, if a 10% discount is offered to the eligible company, the referral fee payable to the Referral Partner will be reduced by 10% (i.e., $100 CAD), resulting in a referral fee of $900 CAD.

Payment Terms

Crowdset will pay the referral fee to the Referral Partner within 30 days after receiving payment from the referred company. The Referral Partner is responsible for providing Crowdset with accurate payment information and updating it as necessary.

Termination

Either party may terminate this Agreement at any time, for any reason, by providing written notice to the other party. Termination will be effective upon receipt of the notice. Upon termination, the Referral Partner will not be entitled to any referral fees for referrals made after the termination date.

Independent Contractor

The Referral Partner is an independent contractor and is not an employee, agent, or representative of Crowdset. The Referral Partner shall not represent themselves as an agent or representative of Crowdset and shall have no authority to bind Crowdset to any obligation.

Confidentiality
Confidential Information refers to all information and data disclosed to or accessed by the other Party relating to the disclosing Party's business, strategies, pricing, personnel, customers, suppliers, products, or services, but excludes information that is already lawfully known, obtained from a third party, or public knowledge. The Referral Partner acknowledges that Crowdset's know-how, techniques, knowledge, and methods are also Confidential Information. The Recipient will keep all Confidential Information and client data is confidential and protect it from unauthorized use, access, disclosure, and duplication. The Recipient will not disclose or use Confidential Information for any purpose without the Discloser's prior written consent, except as necessary to fulfill their obligations or exercise their rights under the Agreement.

Miscellaneous

This Agreement constitutes the entire understanding between the parties concerning the referral program and supersedes all prior agreements and understandings. This Agreement may not be amended or modified except in writing signed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the province in which Crowdset is located.

By participating in the referral program, the Referral Partner acknowledges that they have read, understood, and agreed to the terms and conditions of this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflicts of law principles. Any disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada.

In the event of any dispute, the parties shall first attempt to resolve the dispute amicably through good faith negotiations. If the parties are unable to resolve the dispute through negotiation within thirty (30) days, either party may submit the dispute to the appropriate court in Ontario for resolution.

The parties hereby irrevocably attorn to the jurisdiction of the courts of Ontario and agree that any legal action or proceeding relating to this Agreement shall be brought exclusively in such courts.