These Referral Terms and Conditions (the “Referral Agreement”) apply to transactions that Referral Partner refers to Topia Limited and its affiliates (collectively “Topia”).
1. DEFINITIONS. In this Referral Agreement the following terms shall have the following meanings unless the context otherwise requires:
1.1 “Closed Sale” means a transaction originating from an Eligible Lead pursuant to which the End User has submitted an Order for which Topia has billed and been paid in full by End User. The Order must be submitted within one year of the acceptance of the Eligible Lead. This one-year duration may be extended in writing based on the sole discretion of Topia.
1.2 “Confidential Information” means all non-public information and materials relating to Topia or any products (including the Products) including without limitation, (a) the terms and conditions of this Referral Agreement; (b) business plans, marketing strategies, financial statements and other financial information; (c) any information regarding the business of Topia and its license and distribution arrangements with other entities; (e) any referrals and/or leads; and(f) information, materials and data relating to End-Users (including but not limited to End User Data).
1.3 “Effective Date” the date of last signature on the Lead Referral Form.
1.4 “Eligible Lead” means a new sales opportunity identifying End User and prospective Products (type and quantities) to be sold.
1.5 “End User” means a third party desiring to lawfully acquire or who has lawfully acquired, one or more legitimate Products for its own use, and not for transfer, resale or redistribution. For the sake of clarity, and End User may be a prospective customer, or may be a customer.
1.6 “End User Data” means End User Records together with any information maintained by Topia or any third party on Topia’s behalf relating to a specific End User.
1.7 “End User Records” means the records maintained by Referral Partner that show, at a minimum, the name and contact information (address, telephone number and e-mail) for each End User with respect to whom Referral Partner has submitted an Eligible Lead to Topia.
1.8 “Lead Referral Form” means that document which identifies a prospective End User and is subject to this Referral Agreement.
1.9 “Orders” means the Product orders, in the form and manner prescribed by Topia from time to time.
1.10 “Products” means Topia platform, or any portion thereof.
1.11 “Referral Fee” means the fee paid to the Referral Partner.
1.12 “Referral Partner” means the entity that provides Eligible Leads to Topia pursuant to this Referral Agreement.
1.13 “Technology Fees” means the portion of the fee charged by Topia to End User for access to the Products.
1.14 “Term” means the period referenced in Section 6.1.
2. REFERRAL AND FEES
2.1 Eligible Leads:
(a) Referral Partner may from time to time inform Topia of its desire to introduce a prospective customer to Topia. Referral Partner will inform Topia of such desire in a written notification letter or email.
(b) Upon receipt of such notification letter or email, Topia shall have sixty (60) days to review the prospective customer, and to decide whether to pursue such prospective customer.
(i) Within the sixty (60) days, Topia will respond to Referral Partner in writing using the Response Letter template attached as Exhibit 1 to this Referral Agreement, informing Referral Partner whether it plans to pursue the prospective customer.
(ii) If Topia informs Referral Partner that it has decided to pursue the prospective customer, the customer will become an Eligible Lead upon the introduction of Topia to the prospective customer by the Referral Partner.
(iii) If Topia informs Referral Partner that it has decided not to pursue the prospective customer, then Topia agrees it will not pursue such prospective customer for a period of six (6) months from the date such notice is given.
(iv) If, within the sixty (60) day period, Topia does not respond to Referral Partner’s introduction or offer to introduce, then Topia will be deemed to agree not to pursue such prospective customer for a period of six (6) months from the date of the end of the sixty (60) day period. Notwithstanding the foregoing, the Parties may extend the sixty (60) day period upon mutual written consent.
2.2 Fees: Topia will pay Referral Partner a Referral Fee for every Eligible Lead that results in a Closed Sale of Products. Such Referral Fee shall be paid to Referral Partner within forty-five (45) days of Topia being paid by the relevant End User, and shall be the amount set forth in the Lead Referral Form.
2.3 Referral Partner shall bear all costs and expenses it incurs in exercising its rights and performing its obligations under this Referral Agreement.
2.4 All fees under this Referral Agreement are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, including, without limitation, any export, federal, state or local VAT, sales, use or goods and services taxes and business taxes, customs or excise duties. All payments to Referral Partner shall be made free and clear without deduction for any and all present and future taxes imposed by any taxing authority; provided however that in the event that Topia is prohibited by law from making such payments unless Topia deducts or withholds taxes therefrom and remits such taxes to the local taxing jurisdiction, then Topia shall withhold and remit all such taxes. In such case, Topia shall pay to Referral Partner the remaining net amount after such taxes have been withheld. Further, Topia shall furnish Referral Partner with a copy of a tax receipt or other appropriate evidence of any taxes imposed on payments made under this Referral Agreement, including taxes on any additional amounts paid.
2.5 Topia reserves the right to: (a) enter into similar or other agreements with other persons or entities; (b) promote or distribute any Products directly for its own account; (c) develop any other sales channel, direct or indirect, for the Products; (d) communicate, do business and otherwise deal with any and all End Users, without restriction of any kind; (e) modify, augment, or otherwise change the methods in which Topia markets or distributes any Products; and (f) apportion Service Fees among one or more referral or other partners at its discretion, if more than one referral or other partner was involved in the referral of a particular Eligible Lead and/or the solicitation of a related Order.
3.1Referral Partner shall:
(a)conduct Referral Partner business in a manner that does not negatively affect the reputation, goodwill, products or prospects of Topia or the Products;
(b)perform all of Referral Partner obligations under this Referral Agreement with due skill, care, and diligence using competent and experienced;
(c)obtain the consent of an authorized representative of each prospective customer and/or End User to the transfer of any information to Topia when collecting such information from End Users;
(d)make no statements regarding the Products that are inconsistent with Topia’s published literature, sales strategies, or company processes;
(e)ensure the End User is aware that Orders for Products shall be placed directly with Topia by End User and that pricing and/or terms may change; and
(f)keep complete, accurate and current books and records concerning Referral Partner business relating to the Products and, during the Term of this Referral Agreement and for one (1) year thereafter, allow Topia or its authorized representatives to inspect and make copies of such books and records upon ten (10) days’ prior notice. Inspection shall take place during Referral Partner normal business hours.
4.1 Referral Partner shall comply at all times with all legal requirements in all applicable jurisdictions, including, without limitation, all applicable consumer protection, marketing, privacy, and data protection laws, regulations, rules and/or ordinances, in the conduct of Referral Partner business and in the promotion, marketing, support and solicitation of business.
4.2 Referral Partner shall avoid deceptive, misleading, fraudulent or unethical practices, and shall immediately inform Topia if it becomes aware of an employee, contractor, or End User engaging in such practices.
4.4 In processing End User Data pursuant to this Referral Agreement, Referral Partner shall always:
(a) unless otherwise requested by Topia, process personal data only to the extent, and in such manner, as is necessary for the provision of the services under this Referral Agreement;
(b) ensure that appropriate technical and organizational measures shall be taken against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
(c) take the measures mentioned in 4.4.2, having regard to the state of technological development and the cost of implementing the measures, so as to ensure a level of security appropriate to:
(i) the harm that may result from unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
(ii) the nature of personal data to be protected.
4.5 Referral Partner represents and agrees that Referral Partner shall not take any action that would cause Referral Partner to be in violation of the UK Bribery Act 2010, the Foreign Corrupt Practices Act (“FCPA”), or any rules or regulations thereunder, and all similar international or national applicable laws (collectively referred to as “anti-corruption laws”). Referral Partner acknowledges and agrees that such action includes, but is not limited to, the use of any corporate funds for unlawful contributions, gifts, entertainment, or other expenses relating to political activity; making, attempting to make, offering, or authorizing any unlawful payment, thing of value, bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment to a foreign or domestic government official, non-government partner or customer, for the purpose of influencing an act or decision (including a decision not to act) or inducing such a person to use his or her influence to affect any such governmental act or decision to obtain, retain, or direct any business. Referral Partner’s failure to comply with anti-corruption laws and regulations shall be deemed a material breach of this Referral Agreement, and Referral Partner shall notify Topia immediately upon learning of any such failure to comply. Referral Partner agrees to indemnify Topia, to the fullest extent permitted by law, from and against any fines, penalties, attorney’s fees, or other related costs that may arise as a result of Referral Partner’s failure to comply with such laws and regulations, and this indemnity obligation shall survive termination, expiration or cancellation of this Referral Agreement. Referral Partner agrees to provide Topia with access to Referral Partner’s books and records for the purpose of ensuring compliance with anti-corruption laws and agreements.
5. TRADEMARKS, MARKETING AND INTELLECTUAL PROPERTY
5.1 During the Term of this Referral Agreement, Referral Partner shall have a non-exclusive, non-transferable right to advertise the Products under the trademarks, logos and slogans adopted by Topia from time to time (“Trademarks”). Topia may issue Trademark usage guidelines, to which Referral Partner must adhere. All representations of Topia Trademarks that Referral Partner intends to use shall be exact copies of those used by Topia, or if otherwise, shall first be submitted to the appropriate Topia personnel for written approval of design, color, and other details, and such approval shall not be unreasonably withheld. If any of the Topia Trademarks are to be used in conjunction with another trademark on or in relation to Products, then the Topia Trademarks shall be presented equally legibly, equally prominently, but nevertheless separated from the other so that each appears to be a trademark in its own right, distinct from the other mark. Referral Partner will not use the Trademarks in a way that implies a partnership with any other company or person. If Referral Partner makes use of Referral Partner’s rights set forth in this Section 5.1, Referral Partner will maintain a high-quality standard in representing the Products and in using the Trademarks. Upon two (2) days’ notice, Topia shall have the right to review and approve in writing the quality of the copies of, and use of Trademarks with, the Products promoted by Referral Partner and accompanying promotional material, advertising, press releases and the like. Topia will notify Referral Partner of its acceptance or rejection in writing. If such material does not conform to the requirements of this Referral Agreement, Referral Partner will revise such material prior to its use or distribution. Pornographic, obscene, abusive, threatening, defamatory, libelous, or racially, sexually or religiously offensive or objectionable use or any unlawful use of Trademarks or other materials in connection with the Products is strictly prohibited whether directly or in context with specific subject matter. Referral Partner may use advertising, marketing, promotion, public relations or other similar materials provided by Topia, alone or in combination with other materials Referral Partner creates (subject to the other provisions of this Referral Agreement). Topia may from time to time, at Topia’s discretion, make certain marketing and promotional material available without charge. Referral Partner shall be solely responsible for the content of Referral Partner’s own promotional and advertising materials, if any, and for Referral Partner’s distribution and use of all marketing materials, including any Topia marketing material Referral Partner chooses to distribute and/or use.
5.2 Nothing contained in this Referral Agreement shall be construed as conferring upon Referral Partner (by implication, operation of law or otherwise) any license to any right, title or interest in any Trademarks, logos, slogans, Products or Topia marketing materials. Referral Partner shall not register or attempt to register any Trademark, trade name or domain name used or disclosed by Topia, or that incorporates any Topia or affiliated company product or service name, or any name that is confusingly similar to any product or service name, trademark, trade name or domain name of Topia or its affiliated companies. Any unauthorized use by Referral Partner of a Trademark, or any claim by Referral Partner to a mark confusingly similar to a Trademark, or any claim or use by Referral Partner of an internet domain name that contains or is confusingly similar to a Trademark, shall be a material breach of this Referral Agreement and cause for immediate termination by Topia.
5.3 Subject to applicable privacy laws, all End User Records, End User Data and Topia Confidential Information, are and shall remain the sole and exclusive property of Topia; Referral Partner shall have no right, title or interest in or to such End User Records or End User Data. To avoid doubt, any End User information obtained by Referral Partner not in connection with the End User Records, End User Data or Topia Confidential Information (all as described in this Referral Agreement) shall be owned by Referral Partner. During the Term of this Referral Agreement, Referral Partner may use the End User Records and End User Data solely to fulfill Referral Partner obligations under this Referral Agreement in connection with Topia End Users and for no other purpose. Topia may revoke this limited right to use End User Records and End User Data in the event of abuse of said data or breach of this Referral Agreement. This limited right to use End User Records and End User Data shall not survive the termination or expiration of this Referral Agreement. End User Records, End User Data and Topia Confidential Information are not Referral Partner’s assets capable of assignment, sale or any other form of alienation by Referral Partner. In addition, all rights relating to (a) Products; (b) Topia marketing materials; and (c) any other Topia website, materials or translations thereof, as well as any related intellectual property rights including patents, copyrights, trade secrets, Topia Confidential Information, Topia Trademarks and domain names, each pertaining to Topia, are owned by and shall remain the valuable exclusive property of Topia or its licensors. All rights not expressly granted by Topia are reserved. Without limiting the foregoing, the restrictions described in this section are intended to apply to any and all uses of Topia’s rights described herein, including, without limitation on or through any social media. Referral Partner shall take all reasonable measures to protect Topia’s proprietary rights in the aforesaid intellectual property.
5.4 Referral Partner shall notify Topia promptly in writing upon Referral Partner’s discovery of any unauthorized use of the Trademarks, software or Products or infringement of Topia’s patent, copyright, trade secret, trademark, or other intellectual property rights. Referral Partner shall not alter any marketing materials, software or Products except as expressly authorized by Topia as appropriate.
6. TERM AND TERMINATION
6.1The term of this Referral Agreement shall begin on the Effective Date and shall continue for one (1) year, whereupon it will automatically expire unless earlier terminated under the provisions of this Referral Agreement.
6.2 Either party may terminate this Referral Agreement according to written notice given upon the breach by one party of any of its obligations under this Referral Agreement and its failure to remedy the breach within thirty (30) days following written notice from the other party.
6.3 Topia may terminate this Referral Agreement according to written notice given upon any of the following events:
(a) transfer or cessation by Referral Partner of any part of Referral Partner’s business relating to Referral Partner’s activities as a referring party for the Products or transfer by Referral Partner’s owners or shareholders of a controlling interest in Referral Partner; or
(b) a receiver or similar officer is appointed for the benefit of Referral Partner’s creditors, or if Referral Partner becomes the object of any proceedings for bankruptcy, insolvency or the like; or
(c) breach by Referral Partner of any provision of this Referral Agreement that cannot, in Topia’s sole discretion, be remedied (including but not limited to breach of confidentiality, fraud, misconduct or violation of Topia’s proprietary rights); or
(d) if Referral Partner contests Topia’s or any of its affiliates’ intellectual property rights, or attempt to register any domain name using an Topia product or service name, trademark, trade name, logo or any designation communicated to Referral Partner by Topia.
6.4 Either party may terminate this Referral Agreement at any time, without cause and without judicial intervention, penalty, or further obligation, upon sixty (60) days prior written notice to the other party.
6.5 Upon any expiration or termination of this Referral Agreement, Referral Partner shall return to Topia or destroy (at Topia’s option) all information and materials relating to the Products, and End Users in Referral Partner’s possession, including, without limitation, all Confidential Information, Topia marketing materials, product literature, advertising, promotional sales aids and other materials, if any, supplied to Referral Partner by Topia during the term of this Referral Agreement, or developed by Referral Partner in compliance with the terms of this Referral Agreement. Referral Partner also shall cease all usage of Topia Trademarks and shall remove all such Trademarks from Referral Partner’s premises and working materials.
6.6 Upon termination or expiration of this Referral Agreement, Referral Partner agrees not to make any statements or take any actions that might harm or interfere with Topia’s relationship with any End Users (including any End Users referred by Referral Partner). Referral Partner further agrees to cease immediately to represent that Referral Partner is a Topia referring party, and to stop identifying and submitting leads for Products. All rights and permissions granted by Topia to Referral Partner hereunder shall cease.
6.7 Upon termination or expiration of this Referral Agreement, all further activity on behalf of Topia shall cease, but Referral Partner shall be entitled to Referral Fees on all Closed Sales prior to such termination or expiration, provided that the related Orders were accepted and billed by Topia prior to such termination or expiration.
6.8 No Referral Fees shall be due to Referral Partner for any Orders submitted to Topia after the termination or expiration of this Referral Agreement, regardless of whether or not they result in a Closed Sale.
7. AGENCY; TERMINATION LIABILITY
7.1 Both parties hereto acknowledge and agree that the Commercial Agents (Council Directive) Regulations 1993 do not apply to this Referral Agreement. Both parties also waive any common-law rights they may have in relation to being the principal and/or agent of the other, and agree and acknowledge that, without prejudice to Clause 7.2, Referral Partner shall not be entitled to any payment on (or arising from) termination of this Referral Agreement (including, without limitation, any common law right to payment on termination of this Referral Agreement).
7.2 In the event of expiration or termination of this Referral Agreement, neither party shall be liable to the other because of such expiration or termination: (i) for compensation, reimbursement or damages for the loss of prospective profits or anticipated business; (ii) on account of any expenditures, investments, leases or commitments made by either party in connection with the goodwill or business of either party; or (iii) for any other damages, losses or expenses whatsoever based upon or arising out of such expiration or termination. The foregoing shall not limit the right of Topia to recover damages based upon any breach or default by Referral Partner under this Referral Agreement which breach or default arose either prior to or subsequent to the expiration or termination of this Referral Agreement.
8. SURVIVAL. Upon expiration or termination of this Referral Agreement the rights and obligations of the parties under this Referral Agreement shall terminate, except that, the rights and obligations of the parties under Sections 2.5, 3, 4, 5.3, 5.4, 6.5, 6.6, 6.7, 6.8, 7, 8, 9, 10, 11, 12, and 13 will survive such expiration or termination.
9. NO MINIMUM BUSINESS GUARANTEE. Referral Partner acknowledge and agree that Referral Partner has no expectation that Referral Partner’s business relationship with Topia will continue for any minimum period of time or that Referral Partner shall obtain any anticipated amount of profits by virtue of this Referral Agreement.
10. NON-DISCLOSURE. Referral Partner shall not directly or indirectly divulge, disclose or communicate any Confidential Information, including any leads or referrals, to any third party at any time. Referral Partner shall keep Confidential Information in strictest confidence and may disclose it only to those of Referral Partner’s employees with a need to know and then solely to permit Referral Partner to fulfill Referral Partner’s obligations under this Referral Agreement. Referral Partner shall inform Referral Partner’s employees of Referral Partner’s obligations under this Section 10. Referral Partner shall not use any Confidential Information except in connection with exercising Referral Partner’s rights or performing Referral Partner‘s obligations under this Referral Agreement. Referral Partner will take reasonable precautions to protect the confidentiality of the Confidential Information, which precautions will be at least equivalent to those taken by Referral Partner to protect Referral Partner’s own confidential information.
11. INDEMNITY. Referral Partner agrees to indemnify and hold Topia and its affiliates, directors, officers, employees and representatives harmless from and against any and all losses, expenses (including reasonable attorney fees and costs) and damages of any kind incurred as a result of any breach of this Referral Agreement by Referral Partner, Referral Partner’s affiliates, directors, officers, employees, representatives, attorneys, successors and/or assigns including the failure to comply with applicable laws, the obligations of this Referral Agreement or the provision of unauthorized warranties.
12. LIMITATION OF LIABILITY
12.1 SUBJECT TO SECTION 12.4, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF TOPIA AND ITS AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, AND THEIR EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS REFERRAL AGREEMENT, OR ANY BREACH OR NON PERFORMANCE OF IT NO MATTER HOW FUNDAMENTAL, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED TO REFERRAL PARTNER’S DIRECT DAMAGES ONLY AND SHALL NOT EXCEED THE AMOUNTS PAID BY TOPIA TO REFERALL PARTY DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
In no event shall Topia be liable to the REFERRAL PARTNER for any:
(a) PUNITIVE OR EXEMPLARY DAMAGES, special, indirect, incidental or consequential loss;
(b) loss of profits OR revenues;
(c) loss or corruption of data;
(d) LOSS OF use, Goodwill, business interruption, cost of replacement goods or Products, or failure to realize expected cost savings,
in each case arising out of or in connection with this REFERRAL agreement, or any breach or non-performance of it, no matter how fundamental, (including by reason of that party’s negligence) even if REFERRAL PARTNER had been advised of the possibility of same or same were reasonably foreseeable.
12.2 Notwithstanding any contrary provision in this REFERRAL Agreement, neither party limits or excludes its liability in respect of:
(a) any death or personal injury caused by its negligence;
(b) any fraud ;
(c) its wilful default or wilful abandonment of this REFERRAL Agreement or any part of it ; or
(d) any other statutory or other liability THAT cannot be excluded under applicable law.
12.3 The parties agree that each of Clauses 12.1, 12.2 AND 12.3 are separate and independent terms of this REFERRAL Agreement.
12.4 AS FAR AS PERMITTED BY LAW, The foregoing limitations of liability shall apply notwithstanding any fundamental breach, breach of material term or failure of essential purpose of any limited remedy.
13.1 Topia and Referral Partner are independent contractors with respect to each other, and nothing contained in this Referral Agreement shall be deemed or construed to create, and the parties do not intend to create, a contract of employment or a joint venture, partnership, agency, fiduciary, franchise or other form of legal relationship between the parties. Referral Partner is not authorized and shall not have any authority to make any representation, contract or commitment on behalf of Topia, or otherwise bind Topia in any respect whatsoever. Referral Partner (and Referral Partner’s employees) shall not be entitled to any of the benefits that Topia may make available to its employees, including, but not limited to stock, group insurance, profit-sharing or retirement benefits. Referral Partner shall be solely responsible for all tax returns, (income tax or otherwise), interest, penalties and payments required to be filed with or made to any federal, state, provincial or local tax authority with respect to Referral Partner’s performance of services and receipt of Referral Fees under this Referral Agreement. Topia shall not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker’s compensation insurance on Referral Partner’s (or Referral Partner’s employees’) behalf. Referral Partner shall comply with, and agree to accept exclusive liability for non-compliance with, all applicable state and federal laws, rules and regulations, including, without limitation, obligations such as payment of all taxes, social security, disability and other contributions based on Referral Fees paid to Referral Partner under this Referral Agreement. Referral Partner hereby agrees to indemnify, hold harmless and defend Topia against any and all such liability, taxes or contributions, including, without limitation, penalties and interest.
13.2 Referral Partner shall have full control over the time, place and method by which Referral Partner’s work under this Referral Agreement is accomplished, subject to the terms of this Referral Agreement.
13.3 Referral Partner may not assign Referral Partner’s rights or delegate Referral Partner’s duties without the prior written consent of Topia. Topia may assign its rights and delegate its duties to any successor in interest.
13.4 This Referral Agreement contains the entire understanding of the parties with respect to the subject matter of this Referral Agreement and supersedes all prior and contemporaneous agreements and understandings between the parties, whether oral or written, with respect to the subject matter of this Referral Agreement. No failure or delay in exercising any right shall operate as a waiver of that right. Any waiver, modification or amendment of any provision of this Referral Agreement will be effective only if in writing and signed by the authorized representatives of both parties. This Referral Agreement is independent of any other agreement between the parties with respect to separate subject matter and, save as expressly provided otherwise in this Referral Agreement, is not dependent upon the existence, continuation or termination of such other agreements.
13.5 For one (1) year following the Termination or Expiration of this Referral Agreement, Referral Partner will not directly or indirectly provide referrals to any company that provides products and/or services competitive with the Topia’s products and services.
13.6 The various section headings are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Referral Agreement.
13.7 If any term, provision, covenant or condition of this Referral Agreement is held by a court or arbitral panel of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
13.8 This Referral Agreement shall be deemed to have been drafted by all parties and, in the event of a dispute, no party hereto shall be entitled to claim that any provision should be construed against any other party by reason of the fact that it was drafted by one particular party.
13.9 This Referral Agreement may be executed with an electronic signature by either or both parties and in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
13.10 This Referral Agreement and all matters arising out of or relating to this Referral Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Referral Agreement shall be brought exclusively in the state or federal courts located in the Northern District of California in San Francisco County. Topia and Customer hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.
By this letter, Topia hereby:
__ does not accept
the following prospective customer: __________________________________ as an Eligible Lead pursuant to the terms and conditions of the Referral Agreement dated ___________________.
For: Topia Mobility Limited