THIS AGREEMENT is made as of the date you join the referral program. This agreement is between Kree Pandey, at OTVO LLC (“Contractor”) and you (“Affiliate”) (collectively as the “Parties”).

Both parties wish to enter into this Agreement, whereby OTVO LLC will pay Affiliate a fee (as described below) for each client of OTVO referred by Affiliate to OTVO subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, agreements, and promises set forth herein, the parties agree as follows:

Commencing as of the Effective Date of this Agreement and continuing in effect until this Agreement is terminated by either party by providing the other at least fourteen (14) days prior written notice, Affiliate may, in its sole and absolute discretion, refer clients (hereinafter referred to as “Referred Clients”) to OTVO.

Subject to Affiliate’s compliance with the remaining provisions of this Agreement in each case, and subject to Company’s acceptance of such Referred Clients, OTVO agrees to compensate Affiliate in accordance with Section 2 below.

AFFILIATE AGREEMENT

By joining the referral program means the Affiliate understands that OTVO will pay them in accordance with contracts entered into by OTVO and the Referred Client. As consideration for a Referred Client, Affiliate shall be entitled to 10% of the first referred project, when the Referred Client has signed a contract and made a final payment for the services rendered. 

The referral will be paid to Affiliate within 14 days of Referred client’s final payment after project completion. If the referred client ends the contract prior to finishing the project, for any reason, but has made a partial payment to us, only 40% of what would be the referral compensation otherwise, will be paid to the Affiliate. In a very rare case, if the referred client ends the contract prior to finishing the project, for any reason, and has requested a full refund, no payment will be made to the affiliate. 

COMPENSATION

All referral payouts will be made by OTVO to Affiliate either via checks sent to the Affiliate’s nominated physical address or to the Affiliate’s provided bank account details via ACH transfer.

PAYMENT

Referred clients may be accepted or declined at the discretion of OTVO. Affiliate also is of the understanding that OTVO is under no obligation to sign on any leads or take on any projects that the Affiliate may introduce or refer to OTVO.

PROJECT ACCEPTANCE

The Affiliate will under no circumstances discuss Confidential Information as well as the details of service pricing, timeline, or referral payouts with the Referred Client. If those topics are discussed with the Referred Client, the affiliate contract can be terminated immediately and no further payments will be made to the Affiliate.

Confidential and proprietary information includes, without limitation, any technical or business information, product formulas or specifications, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research or business of Contractor or Contractor’s clients. Confidential information is not limited to a specific medium and can be oral, written or physical in format. (“Confidential Information”).

CONFIDENTIALITY

Affiliate acknowledges that Affiliate has no right, title or interest in or to any Services produced hereunder. Affiliate acknowledges that Affiliate will make no claim to any right, title, or interest in any of the Services created hereunder. Affiliate further acknowledges and agrees that OTVO shall own all rights, title, and interest in or to any Services produced under contract with Referred Client.  

OWNERSHIP OF WORK

OTVO agrees to defend, indemnify and hold Affiliate, its affiliated companies and its respective employees, officers, directors, trustees and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of (i) the negligence or intentional misconduct of OTVO; (ii) OTVO’s breach of any provision of this Agreement (including any representation or warranty); (iii) information, statements or materials (including any claims relating to intellectual property rights therein), prepared or provided by OTVO including, without limitation, any claims of infringement or misappropriation of copyright, trademark, patent, trade secret or other intellectual property or proprietary right, infringement of the rights of privacy or publicity, or defamation or libel; or (iv) product liability or death, personal injury or property damage arising out of, or relating to, OTVO’s products or services. Affiliate shall have the right, but not the obligation, to participate in the defense of any such actions with the counsel of its own choosing.

Affiliate shall indemnify, defend, and hold OTVO harmless from and against any loss, liability, damage, or expense, including reasonable attorney’s fees, incurred or suffered by or threatened against OTVO in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with OTVO’s appearance or association with Affiliate, unless such claim arises from OTVO’s acts or omissions or arises from or is related to breach of any obligation and/or warranty made by OTVO hereunder.

INDEMNIFICATION

This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America.

CHOICE OF LAW AND JURISDICTION

If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.

Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.

 Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.

This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged.

IN WITNESS WHEREOF, the Parties hereto have duly agreed to this Agreement as of the day the Affiliate joins the referral program.