Referral Partner Agreement

1. Our Services

HTRFDT Inc. (“HTRFDT”) is a software developer based in the Province of Quebec, Canada. HTRFDT develops products and services related to blockchain technology (“Proprietary Software Products”). 

2. Your Services

You are an individual, business, or other entity (“You” or “Your”) that wishes to help promote HTRFDT’s Proprietary Software Products by directing potential customers to HTRFDT.

3. Referrals and Referral Codes

HTRFDT may choose to make available referral opportunities. Each opportunity shall be accompanied by a payment per “Successful Referral” (as defined below) and a unique code issued to You by HTRFDT (a “Referral Code”). 

Referral Code(s) issued to You may be distributed to as many prospective customers as You wish. If a customer of HTRFDT makes a purchase and uses Your Referral Code (e.g. inputs it in the “discount code” field) then You shall be compensated. 

Every referral must follow the applicable rules set out by HTRFDT. If a referred customer does not use Your Referral Code then You shall not be compensated. Referral Codes will not be retroactively applied, even if You have made a mistake, and You must take care to ensure that the Referral Code(s) that You distribute are properly used in order to ensure payment to You for Your referrals. If You are unsure of whether a Referral Code is being used properly You may contact HTRFDT to ensure that it is being deployed appropriately. 

4. Successful Referrals

A “Successful Referral” is a referral made by You to HTRFDT that follows the rules specified for Your applicable Referral Code and that results in at least $1 in revenue for HTRFDT.

5. Refunds And Cancellations Post-Referral

In the event that HTRFDT compensates You for a Successful Referral that is later refunded or cancelled (i.e. becomes an unsuccessful referral) then HTRFDT shall be entitled to deduct the amount from future payments to You or set off amounts owed to You. 

6. Periodic Reporting

HTRFDT shall make available to You a periodic statement of Successful Referrals and the calculation used for determining the payment to You.

7. Prompt Payment

You shall be paid promptly, typically within 72 hours and no later than 30 days after each Successful Referral. 

8. Payment To You

You are solely responsible for ensuring that payments made by HTRFDT to You are paid to Your HTR address. HTRFDT is not responsible for payments made to an address that You supply that is not Your address (i.e. lost wallets, incorrect wallets, etc.). For greater clarity, HTRFDT shall be entitled to compensate You solely using the HTR digital asset, at a price reasonably determined by HTRFDT using benchmark pricing data (i.e. popular pricing services).

9. Tax Information and Exemptions

Each party shall be solely responsible for their own taxes. If You are entitled to a tax exemption then You must notify HTRFDT before Your first payment, at least 30 days before the payment is made, in order to ensure that the correct calculation is made. 

You are solely responsible for providing accurate information regarding Your jurisdiction and location as required by HTRFDT (in order to comply with Canadian tax laws). If You fail to provide adequate documentation or information then HTRFDT may be required to assess sales taxes (or other applicable taxes, such as withholding tax) in accordance with Canadian tax laws and HTRFDT’s accounting policies. 

10. Your Obligations

You shall:

  1. avoid knowingly misleading anyone about HTRFDT’s products or services; and,
  2. respect the rules applicable to any referral opportunities and not engage in any fraudulent activities or abuse of Referral Codes; and,
  3. promptly update HTRFDT if Your tax status changes (e.g. becoming a resident of a different jurisdiction); and,
  4. not disclose to anyone any information that is labelled as “Confidential” and provided to You.

11. Limited Intellectual Property License

You may use HTRFDT’s copyrighted images, logos, marketing materials, brand names, user interface, and other elements of the Proprietary Software Products (including screenshots of them) (“Promotional IP”) for the purpose of recommending prospective customers to investigate the Proprietary Software Products in association with Your Referral Code(s). The foregoing license shall be without any royalty, on a worldwide basis, and without the right to transfer the license, assign it, or sublicense it. 

Upon termination of this agreement You shall be provided a 60 day grace period to remove Promotional IP from Your systems and online presence (e.g. social media, website, etc.).

12. Limitation of Liability

Each party’s liability to the other shall be strictly limited to the lesser of: 

  1. a) $250; or, 
  2. b) twice the amount paid to the affected party within the 24 month period preceding the initial notice of a claim. 

The above limitation of liability shall apply without regard to the type of loss and the parties have agreed to this limitation as an essential aspect of this agreement because it would not be possible to offer referral opportunities without limiting HTRFDT’s liability to You (and other referrers). Furthermore, HTRFDT shall not be liable, under any circumstances, for punitive damages, special damages, incidental damages, economic loss, loss of profits, loss of opportunity costs, or aggravated damages.

13. Term And Renewal

This agreement shall be for a period of one year, and shall automatically renew for successive one year terms. 

14. Termination

Either party may terminate this agreement at any time by providing written notice. Termination shall not excuse HTRFDT’s obligation to pay for Successful Referrals made before the date of termination. 

15. Notice By Email

HTRFDT may provide notice to You by email and it shall be deemed to be received 24 hours after sending. You must ensure that HTRFDT has an up-to-date email address on file for You at all times. 

16. Assignment

You may not assign this agreement. HTRFDT may assign this agreement by providing You with notice at least 5 business days before the assignment becomes effective. 

17.Governing Law and Choice Of Forum

This agreement shall be governed by the laws of the Province of Quebec. Any dispute related to this agreement shall be brought in the courts of the City of Montreal, Quebec, Canada.

18. Entire Agreement

This is the entire agreement between the parties and supersedes any other understandings, representations, or agreements with respect to referrals made to HTRFDT and the subject matter of this agreement. 

19. English Language Clause

English Language. It is the express wish of the parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.