REFERRAL PARTNER AGREEMENT
This Agreement (“Agreement”) constitutes a binding agreement between Dealer and Robobuoy Inc. (MSB)
Compensation for Dealers at the Referral Partner Stage (Stage 1) will be entirely commission based. By signing this agreement, Reseller is agreeing to be an independent contractor for MSB. You will receive a compensation summary at the end of the year and will be solely responsible for any taxes related to your income.
Your engagement with MSB will be at-will, which means that either you or MSB may terminate the relationship at any time, for any reason or for no reason and with or without notice. By accepting this agreement with MSB, Reseller acknowledges and understands that no one, except an Officer of MSB, has the authority to enter into a contractor agreement for any specific period of time, or to make any variation to this agreement, and that any such variation or further agreement must be made in writing and signed by both parties. No officer or representative of MSB has been authorized to make any representations or statements contrary to the company’s at-will contractor policy to Reseller.
Representative has authority to solicit orders only and has no authority to accept orders. All orders solicited by Reseller shall be subject to acceptance or rejection by MSB, in whole or in part, at MSB’s sole discretion. Reseller shall promptly forward all such orders or inquiries to MSB. MSB shall have the sole right to determine the customers to whom MSB’s products shall be sold, and Reseller shall have no right or authority to obligate MSB to sell the products to any customer. Reseller shall not collect any monies or remittances of any type in connection with the sales of MSB’s products, but shall assist MSB in collections upon MSB’s request.
MarkSetBot Commission Sales Compensation Guidelines:
MSB will pay Reseller up to 10% of the sale price of each Bot sold. (the “Total Commission”). MSB will also pay Reseller a commission up to 10% for each Bot delivered under the Bot-as-a-Service (BaaS) or Event Rental programs. (the “Total Commission” under BaaS shall be calculated based on the duration of the customer’s BaaS agreement.) (the “Total Commission” under Event Rental shall be calculated based on the customer’s rental agreement fee. If products or services are discounted from standard list prices, approval is required from the MSB Director of Sales and Marketing and commission percentages may be decreased or eliminated altogether.
If Reseller handles the entire sales process described below with respect to a particular Bot, as determined by MSB’s sole discretion, acting in good faith, Reseller will receive the entire Total Commission. If MSB determines that Reseller only handles part of the sales process, Reseller will receive a percentage of the Total Commission, based on the following:
Those three activities are defined as the following:
“Identify Opportunity”: Reseller must be the first person to register the opportunity in MSB’s CRM system. If an opportunity comes in through MSB marketing channels like our website, store, or social media, neither Reseller nor any other salesperson will receive this portion of the Total Commission.
“Manage Opportunity”: Reseller must be the primary point of contact to the purchasing customer, including by answering questions and determining needs, as determined by MSB in good faith. The opportunity must be registered to Reseller in MSB’s CRM system before the sale closes to receive this portion of the Total Commission.
“Securing Order”: Reseller must be listed on MSB’s online order form as the salesperson of record.
Reseller must register the deals that they are pursuing through the official deal registration form. Details and guidelines on this process are available through the MSB Dealer Portal. These guidelines are subject to change from time to time. As part of the deal registration approval process, the projected percentage of Total Commission will be recorded per the terms described above.
Sales commissions, as determined above, will be paid to Reseller only after MSB receives payment for the particular sale. If this agreement with MSB expires or is terminated prior to MSB receiving payment, then no commission will be paid to Reseller for such sale, except that in the event that MSB terminates this agreement without Cause (defined below), MSB will pay to Reseller the commission applicable on any orders secured (as provided above) prior to the termination date by Reseller, provided that MSB receives payment for such order within  days after the effective date of termination. Notwithstanding the prior sentence, if MSB terminates this agreement for Cause, Reseller shall cease to be entitled to any commission otherwise due to Reseller as of the date of such termination. As used herein, “Cause” means (a) failure by Reseller to perform any covenant or obligation under this agreement, (b) any act or omission by Reseller involving fraud, dishonesty or disloyalty with respect to MSB, or (c) Reseller becoming insolvent, making an assignment for the benefit of creditors, or proceedings are brought by or against Reseller under any bankruptcy or other insolvency laws.
This agreement, along with the Dealer Master Agreement, Dealer Rules available in the MSB Dealer Portal and the required Non-Disclosure/Non-Circumvention/Non-Disparagement Agreement constitute the sole and entire understanding between the parties with respect to the subject matter hereof and may not be altered or amended except in writing signed by both parties. This agreement supersedes all prior communications or agreements, written or oral, with respect to the subject matter hereof. This agreement shall be governed by and interpreted in accordance with the laws of the State of Michigan, USA, exclusive of its conflict of laws provisions. This agreement may be executed in one or more counterparts (including via facsimile, PDF or other electronic reproduction), each of which will be deemed to be an original, but all of which together will constitute one and the same document.