Referral Partner Terms

SIB Midco, LLC- Referral Partner Terms of Service Agreement

This Referral Partner Agreement, effective as of the last accepted date, is between SIB Midco, Company LLC, with a corporate address at: 796 Meeting Street, Charleston, SC 29403 (“SIB”) and you (“Partner”).

1. Referral Fees. Partner may earn referral fees under this agreement as follows:
   • SIB will pay Partner a referral fee as follows:
     • For each completed first appointment between an SIB sales professional and a prospect’s controller, VP of Finance, CFO, or CEO, or any other executive holding a similar level of decision-making ability introduced by Ambassador (“Qualified Lead”) under the Agreement, SIB shall pay Ambassador $500.
     • 10% of the Shared Savings Revenue collected from the client during the first twenty-four (24) months of the Initial Shared Savings Term of a thirty-six (36) month Shared Savings Agreement.
     • 10% of SpendBrain Platform Revenue collected from the client for year one (1) of the Initial Term of a SpendBrain SaaS Agreement.
2. Referred Client Qualifications. A referred client shall consist of any third party that enters into an agreement for services based upon the efforts, advice, recommendation, and/or assistance of Partner. Partner shall keep SIB updated with a written list of potential referred clients that Partner is actively pursuing, in case such potential client is already a SIB client or contacts SIB directly. For clarity, this list should only include a reasonable number of potential clients that Partner is actively pursuing and who are likely to agree to an initial meeting with SIB within a reasonable amount of time. If no meeting for a referred client occurs within 90 days of being listed by Partner, then SIB may pursue such client outside of this agreement.
3. Partner Responsibilities. Partner agrees to do the following:
   • Recommend SIB to potential clients with a warm introduction. Potential clients could include, but not be limited to, business associates, customers, clients, and/or acquaintances.
   • Partner must set up initial meetings with potential clients and act as a liaison until Client/SIB rapport is established.
4. SIB Responsibilities. SIB agrees to do the following, after obtaining a signed contract, letter of agency (if applicable), and other materials from the client:
   • Put forth its best efforts to service such clients in accordance with their agreements to maximize revenue.
   • Bill Client and pay Partner in accordance with this agreement.
5. Cancellation. This agreement may be cancelled by either party with 15 days prior written notice to the other party for any reason. In the event of such cancellation, SIB must still pay referral fees to Partner for cases begun while this agreement was in effect.
6. Independent Contractor. This agreement does not constitute a contract of employment between SIB and Partner. Any payment made by SIB to Partner under this agreement shall be paid in gross, without deduction for taxes, workers' compensation or unemployment premiums or other similar employment taxes, for which Partner shall be solely responsible. Each party to this agreement is responsible for its own expenses incurred in the work covered by this agreement.
7. Marketing. In marketing the services of SIB, Partner agrees to avoid making exaggerated claims about the effectiveness or cost-savings impact of SIB’s services. Partner has no authority to bind SIB to any contract. Partner agrees to discontinue using any marketing materials concerning SIB’s services that SIB finds objectionable, once SIB provides notice to Partner. Partner agrees to avoid referencing SIB or SIB confidential information on any websites including, but not limited to, Facebook, Glassdoor, and LinkedIn without prior approval of SIB.
8. Payment Terms.  Partner fees are earned upon a referred client’s payment clearing into SIB’s accounts. Payments, are made by SIB to Partner no more than once per month. If a client fails to pay an amount due and SIB initiates a collections process, then commission fees will be calculated on gross billing minus collection costs. If Partner violates the terms of this agreement, then no referral fees will be due to Partner. All payments will be made via Automated Clearing House (ACH) payment transfer, and Partner must provide ACH payment information in the form included as Exhibit A of this agreement. All payments to Partner are contingent upon Partner providing SIB with ACH payment information and a completed W-9 tax form.
9. Non-Disclosure. Partner will treat all non-public, confidential and trade secret information received from SIB as confidential, and Partner shall not disclose or use such information in a manner contrary to the purposes of this Agreement. Partner recognizes that in the course of sharing confidential information hereunder, they may receive information that may be considered "material, nonpublic information" concerning a public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. Partner agrees not to: (a) purchase or sell, directly or indirectly, any securities of any company while in possession of relevant material, nonpublic information relating to such company received in connection herewith or (b) communicate any material, nonpublic information to any other person in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information.
10. Miscellaneous. This is the complete and entire agreement between the Parties with respect to the subject matter hereof. It supersedes and replaces any prior discussions or agreements on the subject matter hereof and may be amended only by written agreement. No party shall transfer or assign any or all of its rights or interests under this Agreement or delegate any of its obligations without the prior written consent of the other party. The language of this Agreement shall not be interpreted in favor of or against any Party as the drafter of this Agreement. The laws of the State of South Carolina shall govern the validity and construction of this Agreement and any dispute arising out of or relating to this Agreement, without regard to the principles of conflict of laws. The exclusive venue for litigation of any claim relating to this Agreement shall be in the state courts located in Charleston, SC, and the Parties submit to the personal jurisdiction of the state courts in Charleston, SC.
    • Notice and Cure: SIB shall provide Partner with written notice of any alleged breach or violation of the Agreement. Partner shall have fifteen (15) business days from receipt of such notice to cure any alleged breach.
    • Dispute Resolution: Prior to initiating litigation, the parties agree to first engage in good-faith mediation in Charleston County, South Carolina, or via virtual mediation, to resolve any disputes under this Agreement or this Addendum.
11. Competitive Considerations: SIB acknowledges that Partner may offer services that are competitive with those provided by SIB. SIB shall use commercially reasonable efforts to avoid marketing, promoting, or presenting cost-savings opportunities that directly compete with or conflict with Partner’s existing business lines.
12. Limitation of Liability: Partner shall have no liability to SIB or any third party for any claims, losses, damages, liabilities, costs, or expenses arising out of or relating to
    • SIB’s performance or failure to perform its services;
    • SIB’s representations, pricing, savings results, or client deliverables; or
    • Any client disputes, claims, or legal actions related to SIB’s business or services.

If the Agreement between SIB and Partner is terminated for any reason, SIB shall continue to pay Partner Referral Fees on all collected revenue from clients originally referred by Partner.

By accepting these terms of service in PartnerStack, you acknowledge that you have read, understood, and agree to the above terms.