Billionaire Surge Partner Agreement Core Terms
These Core Terms govern how we work together, and, when combined with any Program-specific terms referenced in the Enrolment accepted by Billinaire Surge and a partner, also govern how we work together in the context of a specific Program.
“Confidential Information” means a party’s non-public information, know-how, or trade secrets that (a) the party designates as being confidential; or (b) given the nature of the disclosure or circumstances surrounding the disclosure, reasonably should be treated as confidential by the receiving party. Confidential Information does not include information that: (1) the receiving party already knew without an obligation to maintain the information as confidential; (2) the receiving party received from a third party without breach of an obligation of confidentiality owed to the other party; (3) the receiving party independently developed; or (4) becomes publicly known through no wrongful act of the receiving party.
“Data Protection Laws” means any and all Laws applicable to Company relating to data security, protection, privacy, or the processing of Personal Data, including, but not limited to, (where applicable) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.
“Enrollment” means a form, document, or online enrollment process that identifies Company, as well as these Core Terms and any Program-specific terms, which collectively, along with the Enrollment itself, constitute the “Agreement” for purposes of that Program.
“Excluded License” means any license that includes the following requirement as a condition of use, modification, or distribution of any material subject to that license: such software, or anything combined or distributed with such material, is required to be: (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge.
“Force Majeure Event” means as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies that materially affect the performance under this Agreement. A Force Majeure Event does not include theft or loss, or events caused by the negligent or intentional acts or omissions of the affected party.
“Laws” means any and all applicable international, national, and local laws (including regulations and binding judicial law) as amended, extended, repealed and replaced, or re-enacted.
“Partner Portal” means, regarding a given Program, the website(s) through which Billionaire Surge may provide partner access to tools, documents, and communications related to that Program.
“Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”). An identifiable natural person is one who can be identified, directly or indirectly, in particular by referencing an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
“Processing” means any operation or set of operations that is performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.
“Products” means online services, tools, software, hardware, or professional support or consulting services as defined in the Agreement.
“Program” means an engagement between Billionaire Surge and partner under which either party may make available to the other certain rights or benefits related to using, interoperating with, integrating, sublicensing, distributing, re-selling, promoting, or marketing Billionaire surges or partner’s Products.
“Representatives” means the employees, agents, contractors, advisors and consultants (each acting in such respective capacity) of a party.
- Notice of Changes.
Billionaire Surge reserves the right to unilaterally modify these Core Terms from time to time. Billionaire Surge will provide the partner no less than one-hundred (100) days’ prior notice before such changes become effective; after such time such changes to these Core Terms will become effective without further action by the parties. Any modification of these Core Terms per this provision will have prospective effect only.
- Relationship of the Parties.
(a) Non-Exclusive relationship. The parties are working together on a non-exclusive basis. Engagements between the parties will not be interpreted to limit either party’s right to obtain other contracts or distribute products or services to other collaborators.
(b) Right to independent development. Neither party is restricted from independently developing or partnering with other companies regarding new products or services, improving existing products or services, or marketing any new, improved, or existing products or services.
(c) Independent contractors. Any use of the term “partner” is for reference purposes only. The parties are independent contractors and do not intend to create an employer-employee relationship, partnership, joint venture, agency relationship, or fiduciary relationship. Neither party nor any of its Representatives may make any representation, warranty, or promise on behalf of the other party.
(d) Costs. Each party will bear its own costs of performance under the Agreement unless otherwise specified.
(e) Publicity. Except as otherwise required by Laws or as otherwise expressly authorized under the Agreement, neither party will issue any press release, publicity, or other disclosure in any form that relates to the terms of the Agreement or to a party’s relationship with the other party, including in client presentations or client lists, without the other party’s prior written approval.
- Business Integrity Principles
- Compliance with Laws. Each party will conduct its respective business activities under the Agreement in full compliance with all Laws. Without limiting the foregoing, each party will:
(a) Comply with Laws that govern the rights to and protection of the other party’s copyrights, Marks, patents, trade secrets, and other forms of intellectual property;
(b) Comply with Laws that govern labor practices, human rights, and health and safety;
(c) Obtain and maintain any required local government approvals, each at its own expense
(D) Timely provide information, assistance, and cooperation as necessary to comply with Laws, or to register (or renew registration) or report to any governmental agency or certification body that regulates or certifies the use, licensing or distribution of Products.
- Business Conduct.
Each party will: (a) conduct its business activities with integrity
(b) Comply with anti-corruption Laws and other Laws prohibiting bribery, corruption, inaccurate books and records, inadequate internal controls, and money laundering;
(c) Refrain from making any unauthorized representation or commitment on behalf of the other party;
(d) Ensure that all communications to the other party are complete, truthful, accurate, not misleading, and not retaliating against anyone who has, in good faith, reported a possible violation of the foregoing commitments.
- Business Conduct Training.
(a) In the event that Billionaire Surge conducts training of partners who handle designated tasks, It will do so at its cost.
- Invoice or Payment Discrepancies.
If partner identifies a discrepancy between Fees, or other amounts (a) as invoiced or payable by Billionaire Surge, (b) as reflected in partner’s records, then partner must report that discrepancy to Billionaire Surge within twenty-five (25) days after the invoice issue and must provide adequate and timely assistance to Billionaire Surge to investigate and resolve the discrepancy.
Billionaire Surge reserves the right to correct non-material errors on invoices by sending a courtesy corrected invoice, provided that the due date reflected on the original invoice will remain applicable.
If Billionaire Surge issues an invoice with a material error, the Billionaire Surge will issue a new invoice to the partner, and the due date reflected by that subsequent invoice will apply.
Any payment disputes will be treated separately from Billionaire Surge’s obligation to pay invoices and other amounts when due.
- Late Payment.
Billionaire Surge will pay its obligation at the designated date. In case Billionaire Surge is not in position to pay on time, a notice will be given to the partner in writing or else be charge interest (of no less than 1% per month, unless prohibited by Laws) and late fees on the past due amount from the first day the amount is past due until the amount is paid in full.
- Company’s Financial Condition.
(a) Billionaire Surge is under no obligation to extend credit to a partner, and Billionaire Surge reserves the right to impose or adjust at any time the limits on any line of credit granted to partner.
(b) Billionaire Surge is under no obligation to extend advance payment for any pending or future assignments.
(c) partner agrees to promptly notify Billionaire Surge in case of any significant changes in the structure of its organization that will materially impact how Billionaire Surge and partner engage under the Agreement, including, but not limited to: (a) significant changes in ownership; (b) changes in company name (both legal name, trade name and/or business name); (c) mergers/amalgamations/divestments; (d) location changes; and (e) changes in the operational activities of the organization.
- Operational and Technical Support
Billionaire Surge will provide support services to the partner in all areas as indicated by the agreement.
- Administrative Access.
(a) Administrative Access Credentials are the property of Billionaire Surge. Billionaire Surge will provide access to administration by its own discretion. However, the partner must comply with Data Protection Laws governing Company’s use of Administrative Access Credentials. (c) If Billionaire Surge delegates any of its Technical Support Obligations to a partnern then the partner will cooperate with Billionaire Surge as the agreement suggests.
Software Offer Terms and Obligations
- Software Subscription Renewal.
Certain Software Subscriptions may not automatically renew at the end of their term. partner will be responsible for informing Billionaire Surge about whether a purchased Software Subscription will require manual renewal or repurchase at the end of its term.
- Reservation of Rights.
(a) Any innovations, this includes designs, logos and other related material developed by a partner during their work with Billionaire Surge remain the property of Billionaire Surge during and after the contract.
The partner agrees not to use the above or any information related to Billionaire Surge without authorization during and after the contract.
13.Termination of the contract.
(a) Automatic termination.
Billionaire Surge may without notice terminate the partnership contract if it acknowledges bleach of the agreement and contract terms.
(b) Termination without Cause
Either party can terminate the contract at any time without cause, and without intervention of the courts, by giving the other party not less than thirty (30) days’ prior written notice.
14 Natural causes
In case of “Force Majeure Event” natural causes such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies that materially affect the performance of the partner under this Agreement, the partner may not be responsible or be subjected to any fines or penalty.
A Force Majeure Event does not include theft or loss, or events caused by the negligent or intentional acts by the partner.