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Referral Partner Agreement
Parties
Referrer: [Your name], email: [your email] ("Referrer").
Company: TensorLinks Inc., a Texas corporation, 701 Brazos St, Austin, TX 78701 ("Company").
This Agreement takes effect on the date the Company confirms its approval of Referrer in writing (email is sufficient) (the "Effective Date").
1. Referrals
Referrer may introduce dental practices and groups ("Prospects") to the Company, through Referrer's personal referral link or by email introduction. A Prospect becomes a "Qualified Referral" when (a) it arrives through Referrer's link or Referrer registers it by email, (b) the Company confirms it is not already in the Company's CRM, pipeline, active discussions or customer list, and (c) it signs a paid subscription with the Company within one hundred eighty (180) days of the introduction. A practice owned or managed by Referrer is not a Qualified Referral.
2. Referral Fee
2.1. For each Qualified Referral, the Company pays Referrer ten percent (10%) of the Net Subscription Revenue the Company collects in the first twelve (12) months of the Prospect's subscription, per location (the "Referral Fee"). From Referrer's third (3rd) Qualified Referral in a calendar year, the rate is fifteen percent (15%).
2.2. For a Prospect with five (5) or more locations, the rate is seven percent (7%) per location, in place of the rates in Section 2.1, and the Referral Fee for that Prospect is capped at five thousand US dollars ($5,000).
2.3. No Referral Fee is owed if the Prospect cancels within its first ninety (90) days of paid service. The first payment is made within thirty (30) days after that ninety-day period; later payments are made quarterly, within thirty (30) days after the end of each calendar quarter, on amounts actually collected.
2.4. "Net Subscription Revenue" excludes taxes, refunds, credits, chargebacks, discounts, setup and implementation fees, professional services, usage and overage charges, third-party and telecom pass-through costs, and any amount not actually collected. No Referral Fee is payable on renewals, expansions or upsells after the first twelve months unless agreed in writing.
3. Non-Circumvention
For twelve (12) months from the Effective Date, Referrer will not, without the Company's written consent, enter into a business relationship with a Qualified Referral to provide services similar to the Company's.
4. Confidentiality
Each Party will use the other's non-public business, technical, financial, customer or pricing information only to perform under this Agreement, will not disclose it without prior written consent, and will protect it with at least reasonable care. This excludes information that is public through no fault of the receiving Party, already lawfully known, independently developed, or rightfully received from a third party. Disclosure required by law is permitted with prompt notice where lawful. These obligations survive for three (3) years after termination; trade secrets stay protected as long as they qualify as such.
5. Relationship of the Parties
Referrer is an independent contractor and is responsible for its own taxes; the Company may require a Form W-9 before paying. This Agreement is non-exclusive and creates no employment, agency, partnership, joint venture, reseller or franchise relationship. Referrer has no authority to bind the Company, quote pricing, make product, timeline, security or compliance commitments, or give warranties on the Company's behalf.
6. Term and Termination
This Agreement runs for twelve (12) months from the Effective Date and renews automatically for further twelve-month periods unless either Party gives thirty (30) days' written notice. Either Party may terminate for a material breach not cured within fifteen (15) days of written notice. Referral Fees for Qualified Referrals introduced before termination remain payable under Section 2.
7. Statements
With each payment, the Company provides a statement of the Net Subscription Revenue collected from each Qualified Referral and the resulting Referral Fee. No more than once a year, Referrer may on reasonable notice review the records needed to verify these amounts, under confidentiality.
8. Compliance
Each Party will comply with applicable laws, including anti-bribery and anti-corruption laws. Referrer will not offer or give anything of value to improperly influence a Prospect's purchasing decision.
9. No PHI; Direct Contracting; Scope
Referrer will not request, receive, store or share Protected Health Information (PHI) or any patient data in connection with this Agreement. Every customer contracts directly with the Company, which alone controls pricing, its Master Services Agreement, Business Associate Agreement, implementation, support and compliance. This Agreement covers business-to-business software introductions only, and involves no patient, clinical or payer referrals, nor any item or service payable by a federal healthcare program.
10. Indemnity and Liability
Referrer will indemnify the Company against losses arising from Referrer's unauthorized conduct, misrepresentations or breach. Excluding earned and undisputed Referral Fees, the Company's total liability is limited to the Referral Fees paid or payable in the twelve (12) months before the claim. Neither Party is liable for indirect, incidental or consequential damages.
11. General
This is the entire agreement on its subject and supersedes prior discussions. Amendments must be in writing. Neither Party may assign it without the other's written consent. It is governed by the laws of Texas, with exclusive jurisdiction in the courts of Dallas, Texas. If a provision is unenforceable, the rest remains in effect. Referrer agrees to sign electronically, and an electronic signature has the same effect as a handwritten one.
