Fishbowl Referral
Program Overview

“Active Sales Cycle” means the step in the sales process of a Product during which a Fishbowl sales representative (a) is actively working on a Lead, (b) performed an active task on the Lead within the last 30 days, or (c) another referral partner or Fishbowl customer registered the Lead within the last 6 months and the registered Lead has not been marked unqualified, closed lost lead, or otherwise been deemed to be an inactive Lead (except where the Lead is marked as closed lost (inactive/dormant) and Referral Partner has done work to revive or re-engage the Lead and brings them in contact with a Fishbowl sales representative).

“Commission” means the referral fee(s) Referral Partner is eligible to receive pursuant to this Agreement.

“Customer” means a third party that enters into a written agreement with Fishbowl for the purchase of Products resulting from Referral Partner’s efforts under this Agreement and that satisfies the requirements of a Qualified Lead.

“Lead” means a sales opportunity with a potential customer.

“Lead Registration Form” means the opportunity registration form that is made available to Referral Partners by Fishbowl directly or through the Fishbowl referral program resource center.

“Net Revenue” means the amount actually paid to Fishbowl by a Customer for the first year of the subscription to the Products and shall be calculated net of any discounts, taxes payable, returns and refunds.

“Party” or “Parties” means Referral Partner and Fishbowl, individually or collectively.

“Product(s)” means Fishbowl’s software products and services developed or provided by Fishbowl.

“Program” means the Fishbowl Referral Partner Program.

“Program Terms” means the information about the Program set forth in this Agreement and on the referral program web page, as such program shall exist from time to time.

“Qualified Lead” means a Lead that, in Fishbowl’s sole discretion, satisfies the following: (a) information regarding the Lead is submitted by Referral Partner to Fishbowl directly or via the applicable Lead Registration Form; and (b) the Lead is not in a Qualified Sales Cycle.

“Territory” means the United States, Canada and Asia Pacific (APAC).

Fishbowl hereby appoints Referral Partner, and Referral Partner hereby accepts such appointment, to act as Fishbowl's non-exclusive Referral Partner with respect to sales of Products to Customers in the Territory during the Term, solely in accordance with the terms and conditions of this Agreement. Fishbowl may in its sole discretion engage any other person or Fishbowl to sell the Products. The prices, terms, and conditions under which Fishbowl offers or sells any Products shall be determined by Fishbowl in its sole discretion. Fishbowl shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of Products. Nothing in this Agreement shall obligate Fishbowl to actually offer or sell any Products or consummate any transaction with any Customer. Fishbowl may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of Products without any liability or obligation to pay compensation to Referral Partner under Section 4 or otherwise. Referral Partner has no authority (and shall not hold itself out as having authority) to bind Fishbowl and Referral Partner shall not make any agreements or representations on Fishbowl's behalf without Fishbowl's prior written consent.

Fishbowl and Referral Partner shall perform the duties described on the referral program resource center, as directed by Fishbowl. Referral Partner shall not have authority to offer or sell the Products to any Customer (unless expressly agreed into in a separate agreement between the Parties). This Agreement is in no way exclusive, and Fishbowl is free to enter into similar agreements with potential referral or distribution partners to provide similar products and services.

(a) During the Term and provided Referral Partner is not in default of any obligations hereunder, Referral Partner shall be eligible to receive Commissions in accordance with this Section 4 for Qualified Leads and the Customers generated therefrom arising from Referral Partner’s efforts under this Agreement.

(b) Fishbowl will pay to Referral Partner the amount set forth in the Fishbowl Partner Referral Program Overview for Products sold by Fishbowl to Customers introduced by Referral Partner under the Customer’s first order. Renewals are not eligible for payment of Commission.

(c) Only one referral partner or Fishbowl customer referrer is eligible to receive a Commission for each Qualified Lead that results in a Customer.

(a) Fishbowl will pay Referral Partner all applicable Commission in the referred customers billing currency within ninety (90) days following the date on which a Customer executes a contract with Fishbowl and Fishbowl receives the corresponding full and complete payment from the Customer. Fishbowl will not be liable for any payments to Referral Partner for business that was not registered in accordance with this Agreement. Payment by Fishbowl is subject to receipt of all applicable tax documents and payment transfer details from Referral Partner.

(b) Referral Partner is responsible for payment of all taxes applicable to Commissions paid hereunder. Referral Partner will be assessed for sales tax under the tax jurisdiction of where the referral has taken place. Relevant forms will otherwise need to be sent to Fishbowl to indicate that tax should not be applied to the commission amount.

(a) The initial term of this Agreement will be one (1) year from the date the Fishbowl customer referrer consents to the terms and conditions of this document over the phone, through email or by checking a consent box on a customer referral form. This Agreement shall automatically renew for additional one (1) year terms, unless either Party provides the other with thirty (30) days’ written notice of its intent to terminate the Agreement, or unless and until earlier terminated as provided under this Agreement. Each renewal term and together with the initial term shall be referred to as the “Term.”

(b) In addition to any remedies that may be provided in this Agreement, either Party may terminate this Agreement with immediate effect upon Notice to the other Party, if the other Party: (i) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (ii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

(c) This Agreement may be terminated for convenience by either Party, with or without cause, upon sixty (60) days prior written notice to the other Party.

(d) Termination of this Agreement will not relieve either Party of any then-accrued payment obligation to the other.

(a) Fishbowl shall retain, and nothing herein will be deemed to transfer to Referral Partner, title to any intellectual property rights (including, without limitation, any trademark or copyright) in or to any Fishbowl Products, associated services, and all software, source code, documentation or other materials developed or used by Fishbowl in conjunction with the Products or other Fishbowl products and services.

(b) All non-public, confidential, or proprietary information of Fishbowl, including, but not limited to, software and other specifications, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by Fishbowl to Referral Partner, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential", in connection with this Agreement, as well as the terms and conditions and the existence of this Agreement, is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Fishbowl in writing. Upon Fishbowl's request, Referral Partner shall promptly return all documents and other materials received from Fishbowl. This section shall not apply to information that is: (i) in the public domain; (ii) known to the Referral Partner at the time of disclosure; or (iii) rightfully obtained by the Referral Partner on a non-confidential basis from a third party. Upon termination of this Agreement by either Party for any reason, Referral Partner shall, within twenty (20) days of a written request, return any and all tangible materials containing Confidential Information of Fishbowl. Following termination of this Agreement, Referral Partner shall remain obligated not to use, reproduce, disclose, or provide such items or information to third parties with the prior written permission of Fishbowl.

(c) In the event of a breach of Section 7, Fishbowl may be entitled to seek immediate injunctive relief in addition to whatever remedies it might have at law or under this Agreement.

Subject to the terms and conditions of this Agreement, Fishbowl hereby grants the Referral Partner, a non-exclusive, nontransferable, royalty-free, license to use its marks ("Marks") in the Territory, solely during the Term as necessary to perform the obligations described herein. Any use of the Marks shall be subject to the Fishbowl's right to review and approve or reject in advance each proposed use of a Mark, and shall conform with any trademark usage guidelines, policies, or requirements provided by Fishbowl. Any rights not expressly licensed herein are reserved by Fishbowl, and all use by the Referral Partner shall accrue to the benefit of Fishbowl. Referral Partner will not take any action that would conflict with or be contrary to Fishbowl's rights and interest in the Marks or use the Marks in any manner that is likely to cause confusion, mistake, or deception. Referral Partner will reproduce all copyright, trademark, and other notices on any copies of the Fishbowl promotional materials created or distributed by Referral Partner. Nothing contained herein shall be deemed to grant Referral Partner any right, title, or interest in or to the Marks other than the license granted herein. As between the Parties, Referral Partner acknowledges that Fishbowl is the sole and exclusive owner of the Marks.

Each Party agrees that it will not solicit the engagement and/or employment of the services of any of the employees and/or contractors of the other Party (either directly or through agents), without written permission of the other Party, during the Term and continuing for a period of one (1) year following the Term. Notwithstanding the foregoing, neither Party shall be precluded from making general advertisements or solicitations not directed specifically at employees of the other Party and hiring any such individuals responding thereto.

The Parties mutually warrant that (a) each is an entity duly organized, validly existing and in good standing under the laws of the state of its organization and has the full and unrestricted power and authority to execute and deliver the Agreement and to carry out the transactions contemplated hereby, (b) the execution of this Agreement and the performance of any services will not conflict with or violate any commitment, agreement or understanding the Party has or will have with any other person or entity and there is nothing that will prevent the Party from performing its obligations under the terms and conditions imposed on it by the Agreement, and (c) the Agreement has been duly authorized by all necessary corporate action and constitutes a valid obligation, binding and enforceable in accordance with the terms hereof.

EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

Referral Partner shall defend, indemnify, and hold harmless Fishbowl, and any of its or its affiliates’ directors, officers, and employees, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement, incurred by, arising out or resulting from any claim of a third party related to Referral Partner’s obligations under this Agreement.

OTHER THAN CLAIMS RELATED TO BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY, OR INDEMNITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS REVENUE OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FISHBOWL’S TOTAL CUMULATIVE LIABILITY TO REFERRAL PARTNER FOR ANY AND ALL MATTERS ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED COMMISSIONS PAID UNDER THIS AGREEMENT IN THE PRECEDING TWELVE (12) MONTH PERIOD.

Referral Partner shall not (orally or in writing) publicly disclose or issue any press or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of Fishbowl.

Referral Partner is an independent contractor of Fishbowl, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Referral Partner and Fishbowl for any purpose (notwithstanding any use of the term "partner" by the Parties, which if used is meant only to convey a spirit of cooperation between the Parties). Without limiting the above, Referral Partner will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Fishbowl to its employees, and Fishbowl will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on Referral Partner's behalf. Referral Partner shall be responsible for, and shall indemnify Fishbowl against, all such taxes or contributions, including penalties and interest. Referral Partner shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under this Agreement.

(a) All notices, requests, consents, claims, demands, waivers, summons and other legal process, and other similar types of communications hereunder (each, a "Notice") must be in writing and addressed to the relevant Party at the physical or email address set forth below the signature block (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section 15(a). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), certified or registered mail (in each case, return receipt requested, postage prepaid) or email. A Notice is effective only (i) upon receipt by the receiving Party (except for mail in which case it is deemed received unless the sender receives an automated message that the email has not been delivered) and (ii) if the Party giving the Notice has complied with the requirements of this Section 15(a).

(b) This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of Utah, without regard to the conflict of provisions of such State. Any legal suit, action, or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Utah, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(c) This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.

(d) Referral Partner shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Fishbowl. Any purported assignment or delegation in violation of this Section shall be null and void. Fishbowl may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Referral Partner's prior written consent. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

(e) This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same agreement.

(f) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(g) This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The Parties do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

If you have comments or questions, please write to us at the following address:

Fishbowl
580 E. Technology Ave.
Suite C1100
Orem, UT 84097

Fishbowl APAC
Level 5,
45 Brisbane Road
Mooloolaba, QLD 4557

Phone numbers:
AU: 1300 785 755
NZ: 0800 785 755
US: 1(800)253-9440