These Referral to Partner Program Terms (“Program Terms”) apply when incorporated by reference into a separate, signed Hopin Partner Cover Page (“Cover Page”).
These Program Terms govern participation in Hopin’s Referral to Partner Program where partners can receive leads from Hopin for potential customers of Partner Service, and incorporates by reference the Global Partner Terms at https://hopin.com/legal/global-partner-terms (“Global Terms”).
All undefined terms herein will have the definition given them in the Cover Page or the Global Terms.
1. Referral of Potential Customers to Partner.
During the Term and (if applicable) after expiration or termination of this Agreement, the following revenue share and related obligations apply.
1.1 Eligible Lead Process. Hopin may refer potential customers to Partner in compliance with the Agreement. Each potential customer must be correctly tagged and/or tracked via Partner’s specified method or other agreed upon method. If Partner notifies Hopin that the potential lead is available and eligible, such potential lead will be deemed an “Eligible Lead.”
1.2 Expiration. An Eligible Lead will expire and not be eligible for Revenue Share if the referred Eligible Lead does not sign up for a Partner Service within 90 days of the confirmed referral.
1.3 Eligible Customer. If an Eligible Lead purchases the Partner Service, or upgrades from a free version of the Partner Service to a premium (i.e. requiring payment) version of the Partner Service within 90 days of initially signing up for the free version, such Eligible Lead will be deemed an “Eligible Customer.”
2. Revenue Share Payable to Hopin.
2.1 Revenue Share. During the Term and (if applicable) after expiration or termination of this Agreement, Hopin is entitled to a revenue share equal to the percentage specified in the Cover Page, of the Net Income generated from Eligible Customers (“Revenue Share”). “Net Income” means gross revenues actually received from an Eligible Customer for the longer of (a) 12 months starting from the start of the Eligible Customer’s subscription to the Partner Service, or (b) if longer than 12 months, during the initial term (i.e. initial committed subscription period with no cancellation or termination rights) of the Eligible Customer’s subscription to the Partner Service; less any applicable transaction fees, rebates, refunds, credits or charge backs.
2.2 Payment and Reports. For so long as Hopin is eligible to receive a Revenue Share, Partner will send to Hopin after the end of each calendar quarter: (i) an accounting of all sums collected from each Eligible Customer for amounts owed to Hopin, and (ii) a check for the amount owed to Hopin; provided that no check or payment will be issued for any amount less than $100 USD and any unpaid earnings will rollover and accrue to the next pay period.
2.3 Revenue Share Audit. Partner agrees to maintain proper accounts, books and records with respect to the Revenue Share. No more frequently than once in each calendar year during the Term, with a reasonable basis for requesting an audit, Hopin may review Partner’s accounts, books and records for the previous year relating to the Revenue Share (or at Partner’s election, review by a mutual acceptable independent third party auditor, subject to an appropriate confidentiality agreement) to verify the accuracy of the Revenue Share payment under this Agreement. Any such audit may be conducted after 30 days prior written notice to Partner. Hopin will bear the expense of any audit conducted pursuant to this Section unless such audit shows an underpayment of amounts due to Hopin in excess of 5% of the amounts payable during the period audited, in which case Partner will reimburse to Hopin the reasonable expenses of the audit.
3. Effect of Termination.
3.1 If the Agreement is terminated for convenience by Partner, Partner’s participation in the Referral to Partner Program will terminate and Partner’s Revenue Share obligations will apply to Eligible Leads as of the effective date of termination that later qualify to be deemed Eligible Customers.
3.2 If the Agreement is terminated for convenience by Hopin, Partner’s participation in the Referral to Partner Program will terminate and Partner’s Revenue Share obligations will only apply to those referrals that are Eligible Customers as of the effective date of termination.
3.3 If the Agreement is terminated due to Hopin’s uncured breach per Section 3.2 of the Global Terms, Hopin’s right to receive any ongoing Revenue Share will terminate immediately.
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