Redlist Affiliate Partner Program Agreement

This Affiliate Partner Program Agreement (“Agreement”) is intended to outline the terms and conditions for participation in the Redlist Affiliate Partner Program (“Affiliate Program”) and is a legally binding contract between You, an individual or sole proprietor (“Affiliate”) or the Organization You Represent (“Organizational Affiliate”) and Redlist, LLC a Limited Liability Company (“Redlist”) operating in the State of Utah. By signing up, you agree to be bound by this Agreement in case of your appointment by Redlist. If you do not agree to be bound by this Agreement, do not proceed with the electronic sign-up process. 

Your appointment as an “Affiliate” or an “Organizational Affiliate” for the Affiliate Program will be subject to review of the information provided by you during the electronic sign-up process and will be at Redlist’s sole and absolute discretion.  

WHEREAS, Affiliate or Organizational Affiliate wishes to refer sales leads to Redlist, and Redlist wishes to compensate Affiliate for certain sales leads that are accepted by Redlist and which, among other things, result in subscriptions from new customers to Redlist’s Software as a Service platform (the “Platform”), 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. Eligibility 

1.1 Individuals and Sole Proprietorships. Individuals or Sole Proprietors are defined as Affiliate Program participants that have only a single participating individual or as employed individuals that are acting of their own accord and have no institutional support from their employing organization. Individuals and Sole Proprietors are eligible for the Affiliate Program if they are actively engaged in providing products or services to companies in any industry that has equipment that needs to be lubricated or maintained. Individuals and Sole Proprietors are eligible to receive Affiliate Commission payments based on Section 3, Table 1 and Table 2 of this agreement. Participants that meet this eligibility criteria will be defined as an individual affiliate “Affiliate”. 

1.2. Organizations. Organizations are defined as groups operating in a business structure with three or more individual Affiliates that have provided leads and secured Wins within the last twenty-four (24) month rolling period in the Affiliate Program. Organizational Affiliates are eligible for an Organizational Affiliate commission based on the individual performance level of an employed person that has signed-up for the Affiliate Program. Eligibility is conditional upon providing institutional support, through direct marketing, digital marketing, email communication with customer base, joint press release, training, and encouragement to your employees for participating in the Affiliate Program. Participants that meet this eligibility criteria will be defined as an “Organizational Affiliate”. Organizational Affiliate commission payments will are based on Table 3 of this agreement.

2. Lead Submittal and Acceptance. 

2.1. Lead Submittal. Affiliate shall submit sales leads (“Proposed Leads”) to Redlist by submitting the required information through our submission form using their assigned dedicated affiliate link, or the generic referral form. Following submission of any Proposed Lead, Affiliate may be asked by Redlist to supply additional information or to assist Redlist in making contact with the Proposed Lead by arranging an introduction, meeting, conference call or other means of communication with the Proposed Lead. In the event that Redlist accepts a Proposed Lead (each referred to as an “Accepted Lead” hereunder), a member of the Redlist sales team will facilitate communication with the Accepted Lead. 

2.2. Lead Acceptance. Within a reasonable period of time following each submittal of a Proposed Lead, Redlist shall review the Proposed Lead and provide Affiliate with a notification of its acceptance, qualification, or rejection. Redlist 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 Redlist in its discretion, including without limitation, that:  

(i) the Proposed Lead was an existing customer of Redlist at the time of the submittal by Affiliate;

(ii) Redlist 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 submittal to Redlist;  

(iii) the Proposed Lead had previously been submitted to Redlist by Affiliate or by any other third party; 

(iv) the Proposed Lead (a) does not meet Redlist’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 

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

3. Affiliate Commissions.

3.1. Individual and Sole Proprietor Commissions. An Affiliate Commission payment is available for each Proposed Lead that results in a fully executed Redlist Subscription Contract (“Win”). When a Proposed Lead subscribes for an annual (or longer) subscription to the Platform within two hundred (200) days of the Proposed Lead being Accepted by Redlist pursuant to Section 2.2, Redlist will pay to Affiliate an Affiliate Commission based on the following scale:  

Table 1 

3.1.1 Individual and Sole Proprietor Commission Accelerator. If the Individual Affiliate exceeds the previous calendar year’s Win first-year subscription value, an accelerator bonus will be remitted within ninety (90) days of the start of the new calendar year, according to the following table.  

Table 2 

3.1.2 Organizational Affiliate Commissions. Organizations that have two or more participating Affiliates that meet the eligibility criteria outlined in Section 1.2, are eligible for a commission payment based on the program tier of the participating individual Affiliate.  

Table 3 

3.2. Commission Eligibility. Subscription renewals, support, implementation, training, or other professional services are not eligible for Affiliate commissions hereunder and shall not be included in the calculation of Affiliate commissions. Affiliate must have been active for at least 9 months of the previous calendar year and at least maintained their eligibility for their program tier. 

3.3. Affiliate Commission Payment. In order to receive the Affiliate Commission Payment your W-9 must be submitted and received by Redlist. Redlist will remit the applicable Affiliate commission to Affiliate within sixty (60) days of collecting the Accepted Lead’s subscription dues, which can be paid based on the payment terms as outlined in the subscription agreement. Affiliate commissions will be paid via direct deposit through an ACH transaction. Redlist utilizes Bill.com as the service provider to execute Affiliate Commission payments, it is the responsibility of the Affiliate to complete the setup of their account through Bill.com. A link to complete the set up will be provided by Redlist to the Affiliate. 

3.3.1. Payment Arrangements. If the Accepted Deal elects a payment arrangement of anything other than an annual payment (i.e., Monthly, Quarterly), the Commission Payment owed to the Affiliate will be remitted as the payment arrangement is fulfilled.  

3.4. Taxes. Affiliate Commissions are paid in United States dollars and are subject to all applicable governmental regulations and rulings, including the withholding of any taxes required by law. Affiliate is solely responsible for payment of any and all taxes imposed or incurred in connection with any Affiliate commission described in Section 2.1 above. Affiliate agrees to complete and provide any and all tax documentation (including an IRS Form W-9) reasonably requested by Redlist to comply with any tax reporting obligations of any jurisdiction. Affiliate understands and acknowledges that Redlist may issue a Form 1099 if Affiliate commissions paid, and the value of Affiliate commission payments issued to the individual Affiliate or Organizational Affiliate is $600 or more.  

4. Term and Termination; Post-termination Commissions. This Agreement shall automatically terminate in the event that Affiliate 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 Redlist’s obligation to pay AffiliateCommissions in connection with Accepted Leads that were accepted prior to the termination date. 

5. Confidentiality. All non-public, confidential or proprietary information of Redlist, including, but not limited to, specifications, ideas or materials of a technical or creative nature, such as research and development results, designs and specifications, computer source and object code, patent applications, and other materials and concepts relating to the Platform, processes, technology or other intellectual property rights, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by or on behalf of Redlist to Affiliate, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this Agreement, as well as the terms and conditions and the existence of this Agreement (collectively, “Proprietary Information”) shall be confidential, used by Affiliate for the sole purpose of performing Affiliate’s duties under this Agreement, and may not be disclosed or copied by Affiliate unless authorized by Redlist in writing. All Proprietary Information is and shall remain the sole property of Redlist and shall be returned by Affiliate to Redlist upon termination of this Agreement, or earlier, if requested by Redlist. Affiliate acknowledges and agrees that any breach of this Section 5 by Affiliate will cause irreparable and continuing harm to Redlist for which money damages would be insufficient, and Redlist shall be entitled to injunctive relief, a decree for specific performance, and all other relief as may be proper without the necessity of proving damages or posting a bond. This section shall not apply to information that: (a) was in the public domain at or subsequent to the time the information was communicated to Affiliate by Redlist through no fault of Affiliate; (b) was rightfully in Affiliate’s possession free of any obligation of confidence at or subsequent to the time the information was communicated to Affiliate by Redlist; or (c) was independently developed by Affiliate without use of, or reference to, such information, as established by Affiliate’s written records. A disclosure of any information by Affiliate (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law will not be a breach of this Section 6 or a waiver of confidentiality for other purposes; provided, that Affiliate provides prompt prior written notice thereof to Redlist to enable Redlist to seek a protective order or otherwise prevent the disclosure.

6. Intellectual Property.

6.1 Service Marks and Logos. Affiliate 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 Redlist (a “Redlist Mark”), except in the manner and to the extent approved in advance in writing by Redlist, which such approval Redlist may withdraw at any time for any reason. Affiliate shall discontinue any approved use of an Redlist Mark immediately upon termination or expiration of this Agreement, and thereafter shall not use any Mark which, in the reasonable judgment of Redlist, so nearly resembles any Redlist Mark that confusion or uncertainty by a third party may reasonably result therefrom. Affiliate hereby expressly disclaims any and all right, title, and interest in and to all Redlist Marks, whether or not used by Affiliate. All uses of any Redlist Mark shall inure solely to the benefit of Redlist.

6.2 Platform Restrictions. All rights, 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 Redlist. Affiliate 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. Affiliate agrees that that any suggestions, recommendations, ideas, work product or concepts provided by Affiliate in connection with this Agreement, and any Intellectual Property Rights associated with the same shall be owned by Redlist, without any obligation by Redlist to compensate Affiliate for the same. Affiliate agrees to execute any and all documents necessary to perfect Redlist’s ownership of the Intellectual Property Rights as set forth in this Section 5.2.  

7. Independent Contractor. Affiliate is an independent contractor of Redlist, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Affiliate and Redlist for any purpose. Affiliate has no authority (and shall not hold itself out as having authority) to bind Redlist, and Affiliate shall not make any agreements or representations on Redlist’s behalf without Redlist’s prior written consent. Without limiting the above, Affiliate 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 Redlist to its employees, and Redlist 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 Affiliate’s behalf. Affiliate shall be responsible for, and shall indemnify Redlist for, from and against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Affiliate in connection with the performance of Affiliate’s obligations hereunder shall be Affiliate’s employees or contractors and Affiliate shall be fully responsible for them and indemnify Redlist against any claims made by or on behalf of any such employees or contractors.

8. Representations and Warranties.

8.1 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. 

8.2 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. 

8.3 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.  

9. General.

9.1 Reserved Rights and General Disclaimer. Redlist 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 affiliate lead providers on a nonexclusive basis. To the maximum extent permitted by applicable law, Redlist reserves the right to change or cancel this program or Agreement at any time, at its sole discretion. Participants agree to abide by these rules and by the decisions of Redlist, which are final, binding, and non-appealable, on all matters. Redlist is not responsible for lost, misdirected, or delayed Proposed Lead submittals.
 

9.2 Disclaimer of Warranties; Limitation of Liability. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, REDLIST MAKES NO REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT TO AFFILIATES 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, REDLIST SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING: (I) THE AMOUNT OF REVENUE THAT AFFILIATE MAY RECEIVE UNDER OR IN CONNECTION WITH THIS AGREEMENT; AND (II) ANY ECONOMIC OR OTHER BENEFIT THAT AFFILIATE MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. REDLIST WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, CONFLICTS WITH OTHER AGREEMENTS 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.  

9.3 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 commissions 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.  

9.4 Governing Law. If there is a dispute between Affiliate and Redlist, it will be governed by the laws of the State of Utah, 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 Utah, in each case located in Utah County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.  

9.5 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. 

9.6 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.  

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

9.8 Assignment. Affiliate may not assign any rights or obligations under this Agreement without Redlist’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.
 

9.9 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.  

9.10 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.