Referral Terms & Conditions

(last updated May 8, 2018)

This Referral Agreement (the “Agreement”) is made by and between Everflow Technologies Inc. (“Everflow”), and Your Company (“Referrer”), and shall be effective as of accepting these T&Cs (the “Effective Date”).

  1. Lead Referrals Referrer will only generate leads in a manner that will reflect favorably on the good name and reputation of Everflow’s products and services, will at all times deal ethically and truthfully with third parties which are actual or prospective purchasers of Everflow’s products or services (“Leads”), and will comply with all applicable laws or regulations in connection with its activities under this Agreement. Referrer will not hold itself out as representing or acting on behalf of Everflow.
  2. Conflicts Referrer will ensure that it does not have any commitments that are inconsistent with Referrer’s performance of its obligations under this Agreement, including (unless approved by Everflow) any agreement to accept any other fees from any Lead or from any third party for any Lead.
  3. Referral Fees  Referrer expressly acknowledges that any Leads submitted to Everflow will be subject to acceptance or rejection by Everflow in Everflow’s sole discretion. For example, Lead submissions must be obtained in compliance with this Agreement and be new to Everflow. If Everflow accepts a Lead as qualifying for a referral fee, Everflow will so notify Referrer in writing (email to suffice), and the date of such acceptance will be the “Lead Acceptance Date”. Subject to Referrer’s continued compliance with the terms and conditions of this Agreement, Referrer will earn a fee (the “Referral Fee”) of ten percent (10%) of payment actually received by Everflow from the Lead for the initial purchase of Everflow services or products within one (1) year from the Lead Acceptance Date. If Everflow receives conflicting or multiple orders or Leads, Everflow in its sole discretion will determine how to allocate associated referral fees or commissions in connection with such sales.
  4. Confidential Information  Referrer accepts and agrees that all information disclosed by Everflow to Referrer concerning Everflow's finances, technology, and other non-public aspects of Everflow's business is Everflow confidential information. Referrer agrees that it will keep such information confidential, and will not use the information for any purpose other than fulfilling its obligations hereunder, nor disclose the information to a third party. Upon termination of this Agreement, Referrer shall immediately cease using and promptly return or destroy all embodiments of Everflow confidential information.
  5. Term and Termination  This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year thereafter, unless otherwise terminated as set forth below, and may be extended thereafter in one (1) year increments upon written agreement of the parties. This Agreement may be terminated immediately upon written notice at any time for any reason by either party. Everflow’s obligation to pay Referral Fees according to this Agreement for Leads submitted and accepted by Everflow will survive for twelve (12) months after any termination or expiration, subject to Referrer’s continuing compliance with the terms of this Agreement. The terms, conditions, and obligations of Sections 3 through 7 shall survive the termination of this Agreement.
  6. Liability  EVERFLOW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EVERFLOW BE LIABLE TO REFERRER FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, NOR FOR ANY AMOUNT IN EXCESS OF THE REFERRAL FEES PAID OR PAYABLE UNDER THE TERMS OF THIS AGREEMENT.
  7. General  All notices to be given pursuant to this Agreement will be in writing sent to the physical address of the receiving party or by e-mail. Notice will be effective upon receipt (or refusal of delivery), where receipt of a e-mail occurs when the receiving party acknowledges receipt of such e-mail by a non-automated reply e-mail. This Agreement is personal to Referrer, and any attempt by Referrer to assign or otherwise transfer this Agreement shall be void. The parties are independent contractors, and neither party shall have the authority to bind the other by contract or otherwise. This Agreement does not confer any benefits on any third party. This Agreement will be governed by the laws of the State of California, excluding its conflict of laws principles. The parties hereby consent to the exclusive jurisdiction of, and venue in, the state and federal courts in the City and County of San Francisco, California. This Agreement constitutes the entire agreement between Referrer and Everflow with respect to the subject matter hereof, and supersedes all prior agreements and representations, written or oral, concerning its subject matter. This Agreement may be modified only by a separate written document signed by both parties. This Agreement may be executed in counterparts (including by facsimile, or by email in portable document format (.pdf), each of which will be deemed an original, but all of which together will constitute one and the same instrument.
  8. Liability  EVERFLOW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EVERFLOW BE LIABLE TO REFERRER FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, NOR FOR ANY AMOUNT IN EXCESS OF THE REFERRAL FEES PAID OR PAYABLE UNDER THE TERMS OF THIS AGREEMENT.

In witness whereof, the parties have caused this Agreement to be accepted by their duly authorized representatives by checking off this box.