Effective Date: 12/24/2022

Update Date: 12/31/2022

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This Referral Agreement (“Agreement”), effective as of 12/24/2022 is entered into by and

between HELP English, an online school (“HELP]”), and a (“Referral Partner”).

 

WHEREAS, Referral Partner wishes to refer sales leads to HELP English, and HELP English wishes to compensate Referral Partner for certain sales leads that are accepted by HELP English and which, among other things, results in subscriptions from new customers to HELP English’s Group or Individual Class Packages (the “Class Packages”), pursuant to the terms and subject to the conditions of this Agreement.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. Lead Referral and Acceptance.

1.1 Lead Referral. Referral Partner shall refer sales leads (“Proposed Leads”) to HELP English by submitting the required information through our referral submission form within the partner portal, which can be accessed online at www.needhelpenglish.com/referrals. Following submission of any Proposed Lead, Referral Partner may be asked by HELP English to supply additional information and/or assist HELP English in making contact with the Proposed Lead by arranging an introduction, meeting, conference call or other means of communication with the Proposed Lead.

 

1.2 Lead Acceptance. Within a reasonable period of time following each referral of a Proposed Lead, HELP English shall review the Proposed Lead and provide Referral Partner with a notification of its acceptance, qualification or rejection of the Proposed Lead. HELP English will be under no obligation to accept any Proposed Lead and may reject or decline to accept any Proposed Lead for any commercially reasonable reason as determined by HELP English in its discretion, including without limitation, that:

 

1. the Proposed Lead was an existing customer of HELP English at the time of the referral by Referral Partner;


2. HELP English was already involved in discussions relating to the sale of a Platform subscription or other products or services to the Proposed Lead at the time of the referral to HELP English;

3. the Proposed Lead had previously been referred to HELP English by Referral Partner or by any other third party;

4. the Proposed Lead (a) does not meet HELP English’s credit requirements, (b) is on a list of restricted or prohibited parties issued by the government of the United States or any other jurisdiction, or (c) is located in a country that is subject to a United States trade embargo or that is deemed a terrorist supporting country by the United States Government; or

5. the Proposed Lead is located in an area in which HELP English has an exclusive arrangement for the sale of Platform subscriptions or other services or which HELP English is otherwise prohibited by agreement or law from accepting.

 

2. Referral Rewards.

2.1 Reward. A Referral Reward is available for each accepted Deal that results in a lead for a HELP English Subscription Contract ("Win"). When an Accepted Deal subscribes for a lesson package subscription to the Platform within twenty (20) days of the Proposed Lead being Accepted by HELP English pursuant to Section 2.1, HELP English will give to Referral Partner a Referral Reward equal to: 1 20% discount Coupon on 1 package of lessons for the Referral Partner. For the first 5 referrals the Referral Partner will receive 1 Referral Reward per successful referral. Afterwards there is an additional Referral Reward of 1 30% discount coupon on 1 package of lessons once the Referral Partner reaches ten (10) total referrals.

2.3 Eligibility. Subscription renewals, support, implementation, training or other professional services are not eligible for referral rewards hereunder and shall not be included in the calculation of Referral Rewards.


2.4 Reward Distribution. Upon HELP English's determination that an accepted Lead has resulted in a Win, HELP English will provide Referral Partner their Referral Reward within (20) days

2.5 Reward Validity. The reward shall be valid and redeemable for a period of six (6) months, within which time it must be used as a 20% discount towards a purchase of a package of lessons on www.needhelpenglish.com

 

3. Term and Termination; Post-termination Fees. This Agreement shall automatically terminate in the event that Referral Partner has not submitted a Proposed Lead for twelve (12) consecutive months. Either party may terminate this Agreement upon written notice to the other at any time, for any reason or no reason. Unless the termination is for breach, it will not affect HELP English’s obligation to give Referral Rewards in connection with Accepted Leads that were accepted prior to the termination date.

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4. Intellectual Property.

4.1 Service Marks and Logos. Referral Partner shall not use (and has not used), directly or indirectly, in whole or in part, in connection with this Agreement or as part of its corporate, business or personal name, any signature, monogram, logo, trademark, service mark, or trade name (a "Mark") that is now or may hereafter be owned, licensed or used by HELP English (a "HELP English Mark"), except in the manner and to the extent approved in advance in writing by HELP English, which such approval HELP English may withdraw at any time for any reason. Referral Partner shall discontinue any approved use of a HELP English Mark immediately upon termination or expiration of this Agreement, and thereafter shall not use any Mark which, in the reasonable judgment of HELP English, so nearly resembles any HELP English Mark that confusion or uncertainty by a third party may reasonably result therefrom. Referral Partner hereby expressly disclaims any and all right, title and interest in and to all HELP English Marks, whether or not used by Referral Partner. All uses of any HELP English Mark shall inure solely to the benefit of HELP English.


 

4.2 Platform Restrictions. All right, title and interest in and to the Platform and any copyright, trademark, trade secret, patent or other proprietary rights (collectively “Intellectual Property Rights”) in the Platform shall be owned by HELP English. Referral Partner has no rights to use the Platform, and has no rights to copy, modify, change, de-compile, disassemble, reverse compile or reverse engineer the Platform. Referral Partner agrees that that any suggestions, recommendations, ideas, work product or concepts provided by Referral Partner in connection with this Agreement, and any Intellectual Property Rights associated with the same shall be owned by HELP English, without any obligation by HELP English to compensate Referral Partner for the same. Referral Partner agrees to execute any and all documents necessary to perfect HELP English’s ownership of the Intellectual Property Rights as set forth in this Section 5.2.

 

5. Independent Contractor. Referral Partner is an independent contractor of HELP English, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Referral Partner and HELP English for any purpose. Referral Partner has no authority (and shall not hold itself out as having authority) to bind HELP English, and Referral Partner shall not make any agreements or representations on HELP English's behalf without HELP English's prior written consent. Without limiting the above, Referral Partner will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by HELP English to its employees, and HELP English will not be responsible for withholding or paying any income, payroll, social security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on Referral Partner's behalf. Referral Partner shall be responsible for, and shall indemnify HELP English for, from and against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Referral Partner in connection with the performance of Referral Partner's obligations hereunder shall be Referral Partner's employees or contractors and Referral Partner shall be fully responsible for them and indemnify HELP English against any claims made by or on behalf of any such employees or contractors.

 

6. Representations and Warranties.

6.1 Each party hereto represents and warrants that it has full authority to enter into this Agreement and that such action has been duly authorized in accordance with such party's articles of incorporation, by-laws or other applicable organizational documents and procedures.

6.2 Each party further represents and warrants that the execution, delivery, and performance of this Agreement will not conflict with, result in a breach of, or cause a default under its articles of incorporation, by-laws, partnership or joint venture agreements, or any agreement or instrument to which it is a party or by which it or any of its property is bound, nor will it conflict with or violate any statute, law, rule, regulation, order, decree, or judgment of any court or governmental authority which is binding upon it or its property.

6.3 The individuals executing this Agreement further represent and warrant that they have the full power and authority to bind their respective entities to the terms hereof and have been duly authorized to do so in accordance with such entities' corporate or other organizational documents and procedures.

 

7. General.


8.1 Reserved Rights and General Disclaimer. HELP English reserves the right: (i) to solicit, contact, and engage any business client, whether or not referred by you and with no obligation to you whatsoever, so long as such business client does not constitute a Lead; and (ii) to engage with other client referral lead providers on a nonexclusive basis. To the maximum extent permitted by applicable law, HELP English reserves the right to change or cancel this program at any time, at its sole discretion. Participants agree to abide by these rules and by the decisions of HELP English, which are final, binding and non-appealable, on all matters. HELP English is not responsible for lost, misdirected or delayed referrals.


7.2 Disclaimer of Warranties; Limitation of Liability. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, HELP English MAKES NO REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT TO REFERRAL PARTNERS OR ITS LEADS AND EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, HELP English SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING: (I) THE AMOUNT OF REVENUE THAT REFERRAL PARTNER MAY RECEIVE UNDER OR IN CONNECTION WITH THIS AGREEMENT; AND (II) ANY ECONOMIC OR OTHER BENEFIT THAT REFERRAL PARTNER MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. HELP English WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Notices. All notices, requests, consents, claims, demands, waivers, summons and other legal process, and other similar types of communications hereunder (each, a "Notice") must be in writing and addressed to the relevant party at the address set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section 8.2). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre- paid), certified or registered mail (in each case, return receipt requested, postage prepaid) or electronic mail (return receipt requested). A Notice is effective only (i) upon delivery and (ii) if the party giving the Notice has complied with the requirements of this Section 8.2.

7.4 Governing Law. If there is a dispute between Referral Partner and HELP English, it will be governed by the laws of the TEXAS, without regard to the conflict of laws provisions of such State. Any legal suit, action or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of TEXAS, in each case located in the United States of America, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

7.5 Severability. 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.

7.6 Amendments; Waivers. This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived or supplemented by an agreement in writing signed by each party. 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.

7.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

7.8 Assignment. Referral Partner may not assign any rights or obligations under this Agreement without HELP English’s prior written consent. This Agreement will inure to the benefit of and be binding upon each of the parties and each of their respective permitted successors and permitted assigns.


7.9 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

7.10 Survival. All terms of this Agreement which by their nature extend beyond its expiration or termination, including without limitation, the Proprietary Rights provisions hereunder, shall survive the termination of this Agreement.

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In the event that HELP English accepts a Proposed Lead (each referred to as an “Accepted Lead” hereunder), an HELP English Team Member will facilitate communication with the Accepted Lead.

 

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HELP

James Higgins

8655 datapoint drive,

apt 410, San Antonio, Texas, 78229

info@needhelpenglish.com

needhelpenglish.com/referral-program-agreement

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