Fortay Referral Agreement

These Referral Program Terms and Conditions (“Terms”) completely govern the submission of referral leads to Fortay, Inc. (“Fortay”) under the Fortay Referral Program (“the Program”). Users who refer others to the Program are “Referrers”; those who are referred are “Referred Customers.” By submitting a referral form (a “Referral”) the Referrer agrees to these Terms. These Terms and the Program are subject to change without prior notice, but Fortay will make reasonable efforts to notify Participants of the Program of such changes in advance.

1. How it Works. A Referrer shall receive commission for each sales lead containing the company name, person’s contact information and title of a person (“Lead”) submitted to Fortay and accepted by Fortay that results in a Referred Customer within six (6) months of the Referral. Fortay may determine the qualification criteria at Fortay’s sole discretion.
2. Eligibility. This Program is void where such referral programs are prohibited. Referrers may be eligible to receive a referral commission (“Referral Fee”) for each accepted referral that results in a Referred Customer within six (6) months. Referrers must be legally able to participate in the Program, and must be at least the age of majority where they reside. Fortay reserves the right to determine if a Referral is valid at Fortay’s sole discretion.
3. Commission Amounts and Payments. Fortay will pay to Referrer a commission in the amount of 10% of the annual recurring revenue actually paid by the Referred Customer (“ARR”). In the event that Referrer successfully refers a significant number of Referred Customers, Fortay may increase the amount of the commission at Fortay’s sole discretion. Commission amounts will be paid to Referrer within thirty (30) days of when payment is actually received by Fortay from the Referred Customer for the full amount of the first year of ARR.
4. Privacy. Referrer warrants to Fortay that it has obtained the express consent of any Lead to submit the Lead’s personal information to Fortay for purposes of Fortay reaching out about a sales opportunity with Fortay.
5. General.
• Entire Agreement. These Terms constitute the entire understanding of the parties with respect to the Program and supersedes all previous agreements, statements and understandings from or between the parties regarding the subject matter of the Program.
• Intellectual Property. Fortay will own and retain all right, title and interest in and to the Fortay software platform, including all software, improvements, enhancements or modifications thereto. These Terms do not grant Customer (i) any rights to the Intellectual Property Rights in the Services or (ii) any rights to use the Fortay trademarks, logos, domain names, or other brand features. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
• Applicable Law. Except where prohibited, disputes, claims and causes of action arising out of or related to this Program or any prize awarded shall be resolved under the laws of Canada, and except where prohibited, Ontario law (without reference to its conflicts of laws principles), and participant agrees to submit any dispute to the exclusive jurisdiction of the provincial and federal courts located in Toronto, Ontario.
• Liability. Except where prohibited, Referrers agree that by participating in the Program, they agree: (1) to be bound by these Terms the decisions of Fortay; and (2) to release and hold harmless Fortay, together with their respective employees, directors, officers, (collectively, the “Released Parties”), from any and all claims, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to their participation in the Program.