PeakPerfly Referral Program Agreement
This PeakPerfly Referral Program Agreement (the “Agreement”) is entered
BETWEEN:
PeakPerfly Incorporated (the “Company”)
– AND –
PeakPerfly’s Referral Partner (the ” Referrer”)
collectively referred to as the “Parties.”
-
REFERRAL TERMS AND CONDITIONS:
1. Purpose and Scope
1.1 The purpose of this Agreement is to establish the terms and conditions governing the PeakPerfly Referral Program (the “Program”).
1.2 The Referrer is considered an affiliate partner and granted a limited, non-exclusive, non-transferable license (the “License”) by the Company to transact with PeakPerfly’s products and services (the “Products and Services”) for the sole purpose of referring potential customers (the “Referrals”) to the Company.
1.3 The Referrer’s right to participate in the Program and earn referral commission fees is subject to compliance with the terms and conditions set forth in this Agreement.
2. Referral Types
2.1 The Referral program offers two main types of referral arrangements:
a) Community Plan Referral: Pertains to our on-demand membership platform and community offering.
b) Coaching and Consulting Plan Referral: Pertains to our coaching and consulting services.
3. Referral Commission Structure
3.1 This Referral agreement provides three types of referral commissions:
a) 15% Commissions for Community Plan Referrals: This commission is automated and tracked using a unique referral or affiliate link. It may also include discount codes for a Referrer’s clients.
b) 20% Commissions for Warm Leads to Coaching/Consulting Plan: Warm leads require over a 2-month period to convert, and lead engagement is tracked via email communications. Any lead
c) 25% Commissions for Hot Leads to Coaching/Consulting Plan: Hot leads are typically ready to engage with PeakPerfly and convert in less than 2 months. Lead engagement is tracked via email communications.
d) Commissions will not be earned on leads that take longer than 6 months to convert.
4. Referral Commission
4.1 For each successful referral resulting in a qualified sale of Products and Services to a Referred Customer (the “Transaction”), the Referrer shall be entitled to a referral commission fee as agreed upon by the Parties (the “Referral Commission”).
4.2 The Referrer agrees to promptly share relevant transaction information and customer details related to the referral activities to facilitate the accurate calculation and disbursement of referral fees.
4.3 The Referral Commission shall be paid to the Referrer within 15 days of the Transaction’s completion, subject to the Company’s verification and approval of the Transaction’s eligibility.
4.4 The Referral Commission is non-transferable and non-assignable.
5. Custom Affiliate Link
5.1 The Referrer shall use a custom affiliate link provided by the Company to promote and refer potential customers to the Company’s Products and Services.
5.2 The Company shall track the Referrer’s referrals using the custom affiliate link to determine the eligibility for Referral Commission.
6. Compliance with Laws and Policies
6.1 The Referrer shall comply with all applicable laws, regulations, and policies while participating in the Program.
6.2 The Referrer shall not engage in any unethical, misleading, or deceptive practices to refer customers to the Company.
6.3 For transparency and trust, the Referrer is advised to disclose this partnership engagement to customers.
7. Confidentiality and Non-Disclosure
7.1 The Referrer agrees to treat all information obtained or shared in connection with the Program as confidential and shall not disclose such information to any third party without the Company’s prior written consent.
7.2 The Referrer agrees to accept and abide by the terms of PeakPerfly Non-Disclosure Agreement (NDA) included below.
8. Termination
8.1 Either Party may terminate this Agreement at any time, with or without cause, upon written notice to the other Party.
8.2 Upon termination, the License granted to the Referrer shall immediately cease, and the Referrer shall cease using the custom affiliate link and refrain from promoting or referring the Company’s Products and Services.
9. Indemnification
9.1 The Referrer agrees to indemnify, defend, and hold harmless the Company from any claims, liabilities, damages, and expenses arising from the Referrer’s actions or participation in the Program.
CO-REFERRAL TERMS AND CONDITIONS:
In addition to referrals made by the Referrer, this agreement also facilitates co-referral opportunities where both Parties can collectively earn referral fees by sharing verified and vetted products and solutions from their respective partners.
1. Co-Referral Collaboration
1.1 Co-Referral Activities: The Parties may mutually agree to engage in co-referral activities, which involve promoting and referring each other’s verified and vetted products and solutions to potential customers and clients.
1.2 PeakPerfly as an Affiliate Partner: PeakPerfly may act as an affiliate partner for referral or reseller partners who meet our partnership requirements.
1.3 Co-Referral Partnership Requirements: A PeakPerfly Partner (Referrer or Reseller) seeking to participate in co-referral activities must be an approved co-referral partner and provide PeakPerfly with a co-referral agreement. Additionally, they are required to disclose their referral process, outlining the terms and conditions for referring their solutions to PeakPerfly customers.
2. Earned Referral Fees
2.1 PeakPerfly shall be entitled to earn referral fees for successful transactions resulting from co-referrals made in accordance with the co-referral process.
2.2 Referral fees earned through co-referral activities shall be distributed based on the agreed-upon terms between the Parties involved.
3. Compliant Referrals
3.1 All co-referrals must comply with the applicable laws, regulations, and policies governing referral activities.
3.2 Both Parties shall ensure that the products and solutions referred to in co-referrals are verified, vetted, and meet the required standards of quality and credibility.
4. Co-Marketing Collaboration
Co-referral partners referred to as “Parties” in this agreement, recognize the value of cooperative marketing efforts to mutually promote their respective products and services. With the intention of expanding their market reach and enhancing brand visibility, the Partners hereby agree to engage in co-marketing activities as follows:
4.1 Marketing Collateral Exchange: The Partners will share marketing materials, such as brochures, banners, videos, and other promotional content, to be used for marketing purposes related to the collaboration. Each Partner shall grant the other Partner a non-exclusive, non-transferable license to use the provided marketing materials solely for the purpose of this co-marketing initiative.
4.2 Joint Marketing Campaigns: The Partners will collaboratively plan, develop, and execute joint marketing campaigns or initiatives. These campaigns may include webinars, workshops, social media promotions, blog posts, case studies, and any other agreed-upon marketing activities that align with the partnership objectives.
4.3 Co-Branding: The Partners may engage in co-branding efforts when appropriate, subject to prior mutual consent. Co-branded materials shall include both Partners’ logos or brand identities in a manner that preserves the integrity and reputation of each brand.
4.4 Marketing Obligations: Each Partner agrees to contribute fairly to the co-marketing efforts and allocate appropriate resources to ensure the success of joint marketing initiatives. Both parties will communicate openly and transparently to plan and coordinate their marketing activities effectively.
4.5 Public Announcements: Any public announcements or press releases related to the co-marketing collaboration shall be mutually agreed upon and require the consent of both Partners. Neither party shall make public statements that may be misleading or misrepresent the nature of the partnership.
4.6 Tracking and Reporting: The Partners shall establish a mechanism to track the performance and effectiveness of co-marketing efforts. Regular reporting on the outcomes of joint marketing activities will be shared to assess the success of the collaboration.
5. Confidentiality and Non-Disclosure
5.1 Any confidential information shared between the Parties during the co-referral collaboration shall be treated as confidential and shall not be disclosed to any third party without the other Party’s prior written consent.
5.2 During the course of co-marketing collaboration, the Partners may share proprietary or confidential information. Both parties agree to treat such information as confidential and shall not disclose it to any third parties without prior written consent from the disclosing party.
6. Termination
6.1 Either Party may terminate their participation in the co-referral collaboration at any time, with or without cause, upon providing written notice to the other Party.
6.2 Either Partner may also terminate the co-marketing collaboration with reasonable notice provided to the other party. Termination of the co-marketing clause shall not affect the overall partnership agreement unless explicitly stated otherwise.
6.3 Upon termination of the co-referral collaboration, both Parties shall promptly cease co-referral activities and refrain from further referring each other’s products and solutions.
GENERAL PROVISIONS
1. Entire Agreement
1.1 This Agreement constitutes the entire understanding between the Parties concerning the subject matter herein and supersedes all prior and contemporaneous agreements, whether oral or written.
2. Governing Law and Jurisdiction
2.1 This Agreement shall be governed by and construed in accordance with the laws of Canada without regard to its conflict of laws principles.
3. Amendments
3.1 This Agreement may be amended or modified only in writing and signed by both Parties.
This PeakPerfly Referral Program Agreement, together with applicable documents (the “Agreement”) is by and between PeakPerfly Incorporated (the Company) and You (the Referrer).
BY CLICKING ON THE “ACCEPT” BUTTON OR CONTINUING WITH THIS REFERRAL PROGRAM ENGAGEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE ACCOMPANYING NON-DISCLOSURE AGREEMENT INCLUDED BELOW.
PeakPerfly Non-Disclosure Agreement
This Non Disclosure Agreement (NDA) section applies to all PeakPerfly Business Partners who use PeakPerfly’s school, course and resource repository platform and website. Please review and accept the Non Disclosure Agreement (NDA) below.
This PeakPerfly Non-Disclosure Agreement
(the “Agreement”) is entered
BETWEEN:
PeakPerfly Incorporated (the “Information Provider”)
– AND –
PeakPerfly’s Business Partner (the “Recipient”)
collectively referred to as the “Parties.”
BACKGROUND:
A. The Information Provider and the Recipient intend to establish a confidential relationship to safeguard the information exchanged between them. This agreement is specifically designed to govern the confidentiality of the Recipient’s access to and use of the Information Provider’s intellectual property and confidential information.
B. The Recipient acknowledges that as part of their engagement, they will have access to certain intellectual property (referred to as the “Intellectual Property”) and confidential information (referred to as the “Confidential Information”) provided by the Information Provider. This access is solely for the purpose of furthering the Permitted Purpose as determined by PeakPerfly.
C. The Recipient acknowledges that all resources and contents available on PeakPerfly’s platform and website are exclusively intended for the following purposes:
- Personal learning and skill development.
- Professional guidance and as a reliable source of reference.
- Expert partner referral, review, feedback, and recommendations.
D. To ensure the proper handling and protection of the Intellectual Property and Confidential Information, the parties agree to the terms and conditions set forth in this Non-Disclosure Agreement (NDA). These provisions are put in place to maintain the confidentiality and prevent unauthorized use or disclosure of the shared information.
IN CONSIDERATION OF and as a condition of the Information Provider providing the Intellectual Property and Confidential Information to the Recipient in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
Intellectual Property and Confidential Information
1. Intellectual Property (IP) refers to creations of the mind, such as inventions, designs, trade secrets, trademarks, and artistic works. In the context of this agreement, Intellectual Property includes any proprietary rights, whether registered or unregistered, that are owned or controlled by either party.
a. This encompasses, but is not limited to, patents, copyrights, trademarks, trade secrets, and any other intellectual property rights recognized by applicable laws. Intellectual Property also includes knowledge, insights, data, analysis, content, courses, coaching and consulting solutions provided by the Information provider.
b. Intellectual Property developed, created, or generated by the Information Provider during the course of this engagement or as a result of this collaboration. The Recipient agrees that these shall remain the exclusive property of the Information Provider that originated or owns the Intellectual Property. Any rights to use, modify, reproduce, distribute, or disclose the Intellectual Property shall be subject to the terms and conditions specified in this Agreement.
2. All written and oral information and materials disclosed or provided by the Information Provider to the Recipient under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Recipient. “Confidential Information” means all data and information relating to the Information Provider, including but not limited to, the following:
a. ‘Business Operations’ which includes internal personnel and financial information of the Information Provider, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Information Provider, and the manner and methods of conducting the Information Provider’s business;
b. ‘Customer Information’ which includes names of customers of the Information Provider, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Information Provider.
c. ‘Intellectual Property’ which includes information relating to the Information Provider’s proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and detail research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
d. ‘Service Information’ which includes all data and information relating to the services provided by the Information Provider, including but not limited to, plans, schedules, manpower, inspection, and training information.
e. ‘Product Information’ which includes all specifications for products of the Information Provider as well as work product resulting from or related to work or projects of the Information Provider, o type or form in any stage of actual or anticipated research and development.
f. ‘Production Processes’ which includes processes used in the creation, production and manufacturing of the work product of the Information Provider, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs.
g. ‘Accounting Information’ which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Information Provider.
h. ‘Marketing and Development Information’ which includes marketing and development plans of the Information Provider, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Information Provider which have been or are being discussed.
i. ‘Computer Technology’ which includes all scientific and technical information or material of the Information Provider, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how.
j. ‘Proprietary Computer Code’ which includes all sets of statements, instructions or programs of the Information Provider, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer (‘Computer Programs’); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs; and
k. Confidential Information will also include any information that has been disclosed by a third party to the Information Provider and is protected by a non-disclosure agreement entered into between the third party and the Information Provider.
3. Confidential Information will not include the following information:
a. Information that is generally known in the industry of the Information Provider.
b. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Recipient.
c. Information rightly in the possession of the Recipient prior to the disclosure to the Recipient by the Information Provider.
d. Information that is independently created by the Recipient without direct or indirect use of the Confidential Information; or
e. Information that the Recipient rightfully obtains from a third party who has the right to transfer or disclose it.
Obligations of Non-Disclosure
4. Except as otherwise provided in this Agreement, the Recipient must not disclose the Confidential Information.
5. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Information Provider and will only be used by the Recipient for the Permitted Purpose. The Recipient will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Information Provider or any associated affiliates or subsidiaries.
6. The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Recipient in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will” last indefinitely.
7. The Recipient may disclose any of the Confidential Information:
a. to such employees, agents, representatives, and advisors of the Recipient that have a need to know and have been approved by PeakPerfly for the Permitted Purpose provided that:
i. the Recipient has informed such personnel of the confidential nature of the Confidential Information.
ii. such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Recipient.
iii. the Recipient agrees to take all necessary steps to ensure that the terms of this Agreement not violated by such personnel; and
iv. the Recipient agrees to be responsible for and indemnify the Information Provider for any breach of this Agreement by their personnel.
b. to a third party where the Information Provider has consented in writing to such disclosure; and
c. to the extent required by law or by the request or requirement of any judicial, legislative, administrative, or other governmental body.
8. The Recipient agrees to retain all Confidential Information at their usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information may not be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.
Non-Solicitation
9. The Recipient, their affiliates, subsidiaries, and representatives will not, from the date of this Agreement for a period of two years, directly or indirectly solicit for employment or employ any person who is now employed or retained by the Information Provider or any affiliate of the Information Provider without the prior written consent of the Information Provider.
Ownership and Title
10. Nothing contained in this Agreement will grant to or create to the Recipient, either expressly or impliedly, any right, title, interest, or license in or to the intellectual property of the Information Provider. Furthermore, the Recipient agrees to take reasonable measures to protect and maintain the confidentiality and integrity of the Intellectual Property. They shall not disclose, sell, assign, or otherwise transfer any Intellectual Property to any third party without the prior written consent of the Information Provider, except as expressly permitted under this Agreement or as required by law.
Remedies
11. The Recipient agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Information Provider. Accordingly, the Recipient agrees that the Information Provider is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Recipient and any agents of the Recipient, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
Return of Intellectual Property and Confidential Information
12. The Information Provider may at any time request the return of all Intellectual Property and Confidential Information from the Recipient. Upon the request of the Information Provider, or in the event that the Recipient ceases to require use of the Confidential Information, or upon the expiration or termination of this Agreement, the Recipient will:
a. return all Intellectual Property and Confidential Information to the Information Provider.
b. provide a certificate to the Information Provider to the effect that the Recipient has returned all Intellectual Property and Confidential Information to the Information Provider.
Notices
13. In the event that the Recipient is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Recipient will give to the Information Provider prompt written notice of such request so the Information Provider may seek an appropriate remedy or alternatively waive the Recipient’s compliance with the provisions of this Agreement in regard to the request.
- If the Recipient loses or makes unauthorized disclosure of any of the Confidential Information, the Recipient will immediately notify the Information Provider and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
- Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
- The designated addresses for the purpose of delivering any notice to any of the parties under this Agreement are as follows:
a. Name: PeakPerfly Incorporated
Address: info@peakperfly.com
b. Name: PeakPerfly’s Business Partner (name on file)
Address: Partner email address provided during application/registration.
Representations
17. In providing the Confidential Information, the Information Provider makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade-mark infringement that may result from the use of such information.
Termination
18. Either party may terminate this Agreement by providing written notice to the other party. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
Assignment
19. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.
Amendments
20. This Agreement may only be amended or modified by a written instrument executed by both the Information Provider and the Recipient.
Governing Law
21. This Agreement will be construed in accordance with and governed by the laws of Canada.
General Provisions
22. Time is of the essence in this Agreement.
23. This Agreement may be executed in counterpart.
- Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
- The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
- The Recipient is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Information Provider in enforcing this Agreement as a result of any default of this Agreement by the Recipient.
- The Information Provider and the Recipient acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Information Provider and the Recipient that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Recipient to give the Information Provider the broadest possible protection against disclosure of the Confidential Information.
- No failure or delay by the Information Provider in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
- This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Information Provider and the Recipient.
- This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.
Additional Provisions
31. The Jurisdiction: This agreement will be governed by and construed in accordance with the laws of the province of Ontario, Canada where the company PeakPerfly Incorporated is currently situated.
32. Consent: You consent to have read Non-Disclosure Agreement, understand the agreement terms being provided inclusive of any other terms to be specified under the Expert Partner Program and or any other partnership engagement with PeakPerfly, declare a full understanding herein, and agree to the terms and conditions.
33. Termination: PeakPerfly Incorporated reserves the right to alter these terms and conditions at any time. Any questions regarding the terms herein can be sent to info@peakperfly.com.
34. Acceptance: By signing into PeakPerfly’s website, school, course, and resource repository platform as a Partner, you hereby indicate your acceptance of all clauses and representations outlined in this agreement and the procedures set forth by PeakPerfly Incorporated. As a Partner, you acknowledge and understand your rights and responsibilities as an expert business partner, as well as the rights and relationship established between you and PeakPerfly Incorporated.
With this acceptance, you willingly enter into this expert partnership, committing to actively participate in the collaborative endeavors. However, should circumstances change, you retain the option to discontinue your engagement at any time, provided you duly notify PeakPerfly Incorporated in advance.
By proceeding with your login, you affirm your agreement with the terms laid out in this clause and your commitment to fostering a fruitful partnership with PeakPerfly Incorporated.
This agreement was last revised on July 4th.