EnableAll Referral Terms

APPOINTMENT

1. Appointment. Subject to the terms of this Agreement, EnableAll hereby appoints Referrer as a nonexclusive representative in the geographic Territory (or Territories) identified in the Order Form (“Territory”) to solicit and refer prospective customers (each a “Referred Prospect”) for EnableAll services identified in the Order Form (“EnableAll Services”). Referrer will not have the authority, express or implied, to make any commitment or incur any obligations on behalf of EnableAll other than making referrals as set forth in this Agreement.
2. Partner Managers. Each party’s point of contact within its organization to manage the relationship established by this Agreement (“Partner Manager”) shall be identified in the Order Form. Either party may change its Partner Manager by providing written notice to the other party. The Partner Managers will meet as necessary to discuss the business relationship and manage the activities contemplated by this Agreement. Disputes that cannot be resolved by the Partner Managers will be escalated to more senior executives for resolution.
3. Referral Relationship Only; No Resale. This Agreement governs the referral of Referred Prospects only. It does not appoint Referrer as a reseller, distributor, franchisee, or agent of EnableAll, and does not authorize Referrer to resell, sublicense, bundle, re-brand, host, set or collect Subscription Fees for, or otherwise commercialize the EnableAll Services. Any reseller, white-label, or managed-service arrangement shall be governed by a separate written reseller agreement between the parties.
4. Supported Platforms. Referrer shall refer only Referred Prospects whose websites or digital properties operate on platforms that EnableAll supports from time to time. Where a Referred Prospect operates on an unsupported platform, or where the referral relates to an enterprise implementation requiring custom development or integration, Referrer shall first obtain EnableAll's written confirmation that EnableAll is willing and able to support the proposed engagement. EnableAll shall have no obligation to accept referrals that do not satisfy this clause. EnableAll may update its list of supported platforms from time to time.
5. Territory and Availability. Referrer will refer only Referred Prospects located within the Territory specified in the Order Form, and only in jurisdictions in which EnableAll then makes the EnableAll Services available. EnableAll may decline any referral that falls outside the Territory or any such jurisdiction.

REFERRAL PROCESS

1. Prospect Registration. The Referrer may register a Referred Prospect using any of the following methods:
   1. Affiliate Tracking Platform. A Referred Prospect may be registered under this Agreement by accessing EnableAll through the Referrer's unique Affiliate Tracking Link. The Affiliate Tracking Link will be available through EnableAll's Affiliate Tracking Platform or provided by EnableAll personnel. A Referred Prospect registered using this method shall be recognized as a Referred Prospect under this Agreement.
   2. Referral Code. A Referred Prospect may register by entering the Referrer's unique referral code during the sign-up process for the EnableAll Services. A Referred Prospect registered using this method shall be recognized as a Referred Prospect under this Agreement.
   3. Direct Communication with EnableAll.Where the registration methods in clauses (i) or (ii) are unavailable, fail, or are otherwise impractical, the Referrer may establish that a Referred Prospect originated from its referral by reasonable evidence to [email protected], including relevant email correspondence or other written communications. EnableAll shall review such evidence promptly and, acting reasonably, determine whether the prospect should be recognized as a Referred Prospect under this Agreement.
   4. Other Registration Methods. EnableAll may, acting reasonably, recognize additional referral registration methods that it introduces from time to time, including deal or lead registration through a partner portal, a prospect registration landing page or sign-up link, partner-identifying discount codes, or any other referral mechanism designated by EnableAll. Any Referred Prospect recorded through such a method shall be recognized as a Referred Prospect under this Agreement.

      Each submission shall constitute a “Referred Prospect Registration”

2. Eligibility Period. If within one hundred and eighty (180) days after EnableAll accepts a Referred Prospect’s referral registration (or such longer period as specified in the Order Form or otherwise mutually agreed) ("Eligibility Period"), EnableAll enters into a subscription agreement with the referred prospect, the Referrer will be eligible for the Software Commission specified in the Order Form. During the Eligibility Period, Referrer will not refer any accepted prospect to any competitor of EnableAll. During the Eligibility Period, referrer will not refer a Referred Prospect to any third party that is a competitor of EnableAll, unless we have already rejected the prospective customer.
3. Acceptance and Rejection of Referrals. Following receipt of a Referred Prospect through any registration method described in Section 2.1 EnableAll will notify Referrer in writing if the Referred Prospect is accepted. EnableAll may, in its sole discretion, reject any Referred Prospect that: (i) contains incomplete or inaccurate information; (ii) references a prospect already identified by EnableAll as an engaged prospect; (iii) references an existing EnableAll customer (or a parent, subsidiary, or affiliate of such customer); (iv) references a prospect that has already been registered by another partner; or (v) references a prospect that EnableAll does not otherwise wish to pursue. If EnableAll does not accept a Referred Prospect in writing within seven (7) days of receipt, the referral will be deemed rejected unless EnableAll confirms otherwise. Acceptance of a Referred Prospect does not oblige EnableAll to enter into any agreement with that Referred Prospect.

REFERRER’S OBLIGATIONS

1. Reasonable Efforts. Referrer will use reasonable efforts to refer to EnableAll prospective customers to sign up for EnableAll Services. Referrer will ensure that its sales representatives and agents are knowledgeable about the EnableAll Services. Referrer will inform and educate its organization about the nature of the business relationship between the parties and EnableAll Services.
2. Prospective Customers Planning. From time to time, the parties may discuss prospective customers and pipeline opportunities to help coordinate sales activity and avoid duplicate engagement. Referrer may, but is not required to, provide EnableAll with a prospective customer list for planning purposes. For the avoidance of doubt, failure to provide such a list shall not affect Referrer's eligibility to receive Commission under this Agreement.
3. Use of EnableAll’s Trade Name. Referrer may identify EnableAll as the supplier of EnableAll Services in Referrer’s materials.
4. Business Practices. When seeking customer referrals and otherwise performing under this Agreement, Referrer will (i) not engage in any deceptive, misleading, illegal, or unethical practices; (i) not make any representations or warranties concerning EnableAll Services, except as set forth in printed marketing collateral or documentation furnished by EnableAll; (iii) conduct business in a manner that reflects favorably at all times on the good name, good will, and reputation of EnableAll; and (iv) comply with all applicable federal, state, and local laws and regulations, (v) remain aware of EnableAll’s proposition to support Referred Prospects and their clients with their accessibility compliance objectives, and of EnableAll’s marketing messages and tone-of-voice guidance (including the phrases to use and avoid), and make only statements that are consistent with that guidance; (vi) make clear to each Referred Prospect and Customer that no automated tool (including the EnableAll Services) can, on its own, guarantee full compliance with the WCAG or with any law requiring alignment with the WCAG, and that, while such tools can improve WCAG alignment, manual support is often required to resolve issues that automation alone cannot fix; (vii) make clear to each Referred Prospect and Customer that the EnableAll Services do not amount to a full accessibility audit unless EnableAll has been specifically contracted to provide one; and (viii) advise each Referred Prospect and Customer that neither Referrer’s nor EnableAll’s support constitutes legal advice and that they should seek advice from a suitably qualified legal professional. Referrer will indemnify and defend EnableAll from and against all damages, liabilities, costs, and expenses, including attorneys’ and experts’ fees and expenses, that EnableAll may incur as the result of any action brought against EnableAll and arising out of the acts of Referrer or its agents in breach of this Section.
5. Accurate Representation of the EnableAll Services. Referrer shall describe the EnableAll Services accurately and shall not make any representation, warranty, guarantee, or statement concerning the EnableAll Services, their functionality, or their effect on a Referred Prospect’s compliance with any law, regulation, or accessibility standard (including the WCAG and any other Accessibility Standards, each as defined in the EnableAll Terms of Service) that is false, misleading, or that overstates or guarantees any particular outcome, level of conformance, or legal compliance. In particular, Referrer shall not state or imply that use of the EnableAll Services will, by itself, render any website or business fully compliant with the WCAG, the European Accessibility Act, the Americans with Disabilities Act, or any similar accessibility law or standard or otherwise. Referrer shall make only those representations that are contained in marketing or sales materials supplied or approved in writing by EnableAll, and shall refer Referred Prospects to EnableAll’s published documentation, FAQs, and support channels for details of the EnableAll Services. Referrer shall make clear to each Referred Prospect that the EnableAll Services are supplied subject to the EnableAll Terms of Service available at www.enableall.com/terms-of-service, and that any statement made by Referrer that is inconsistent with those terms or with EnableAll’s approved materials is not binding on EnableAll.
6. Expense of Doing Business. Referrer will bear the entire cost, taxes, and expense of conducting its business in accordance with the terms of this Agreement.
7. Competing Products. Unless specifically agreed in writing, Referrer will not refer any Referred Prospect to a licensor or supplier of services that provides functionality that competes with or is similar to the functionality of EnableAll Services.

ENABLEALL OBLIGATIONS

1. Partner Portal and Marketing. EnableAll will grant Referrer access to its partner portal for the Term of this Agreement to obtain EnableAll’s partner sales materials for the purpose of marketing and selling the EnableAll Services. EnableAll hereby grants Referrer a non-exclusive, non-transferable, revocable license, during the Term, to use EnableAll’s approved sales materials and trademarks solely for the purpose of marketing and referring EnableAll Services in accordance with the terms of this Agreement. All use of EnableAll’s trademarks and materials must comply with EnableAll’s written guidelines. Any goodwill in EnableAll’s trademarks resulting from Referrer’s use of EnableAll’s marketing materials inures solely to the benefit of EnableAll and will not create any right, title, or interest for Referrer in EnableAll’s trademarks.
2. Partner Brand Assets. Subject to Referrer’s continued compliance with this Agreement, EnableAll grants Referrer a non-exclusive, non-transferable, revocable license during the Term to use the EnableAll name, logo, inclusive partner badge, and the partner brand assets that EnableAll makes available for this purpose, including its logo kit (www.enableall.com/logo-kit), its inclusive partner badge (www.enableall.com/inclusive-partner-badge), and the press and social assets in its newsroom (www.enableall.com/newsroom), in each case solely to promote the EnableAll Services and Referrer’s status as a referral partner and strictly in accordance with any brand guidelines EnableAll provides. EnableAll may update or withdraw any brand asset, or revoke this license, at any time on written notice.

REFERRAL COMMISSION

1. Referral Commission. Referrer's sole compensation under this Agreement shall be commission payable on revenue actually received by EnableAll from a Qualified Customer ("Commission"). Subject to the Order Form, Commission may comprise (i) Software Commission payable on Subscription Fees and/or (ii) Services Commission payable on Services Fees. The applicable Commission shall be calculated by applying the percentage specified in the Order Form to the net Subscription Fees and/or Services Fees actually received by EnableAll from the Qualified Customer during the applicable Software Commission Period or Services Commission Period. For the purpose of this calculation, net revenue is the amount received after deducting all applicable taxes or levies (including, but not limited to, sales, use, GST, value-added, or withholding taxes). For the avoidance of doubt, Commission is payable only on amounts actually received by EnableAll. EnableAll reserves the right to modify Commission rates from time to time at its discretion by providing Referrer with 30 days written notice. However, Software Commission changes only affect sales to referrals registered 30 days after the date of the notice provided by EnableAll and Services Commission changes do not affect any quotes/proposals already submitted to Referred Prospects or Qualified Customers. EnableAll may, acting reasonably, offer the Qualified Customer a discount or concession on the Subscription Fees or Services Fees they pay for EnableAll Services and in such cases your Commission shall be reduced accordingly.
2. Referral Discount (Alternative Incentive). Where specified in the Order Form, EnableAll may offer Qualified Customers a discount on the applicable Subscription Fees instead of paying Referrer a Commission (the "Referral Discount"). The Referral Discount shall be the percentage reduction specified in the Order Form and shall apply to the Qualified Customer's Subscription Fees in accordance with the Order Form. For the avoidance of doubt, where a Referral Discount applies to a referral, no Commission shall be payable to Referrer in respect of that referral unless otherwise expressly stated in the Order Form.
3. Commission Base and Period. Unless otherwise specified in the Order Form, Software Commission shall be calculated on the net Subscription Fees actually received by EnableAll from a Qualified Customer during the Software Commission Period specified in the Order Form. Services Commission shall also be payable during the Services Commission Period on the net fees actually received by EnableAll for Professional Services, Managed Services, implementation, support, or other non-subscription services provided to a Qualified Customer, provided that the applicable services or project were directly referred or sold by Referrer.
4. Free, Trial and Adjusted Plans. No Commission is payable in respect of any free plan, trial period, unpaid services, or other period for which no Subscription Fees are received, or where a Referred Prospect does not become a paying subscriber. Where a Qualified Customer upgrades, downgrades, changes plan, adds or removes products or services, or receives any discount or concession during the applicable Software Commission Period or Services Commission Period, the Commission shall automatically be recalculated based on the Subscription Fees actually received by EnableAll following such change.
5. Untracked Referrals. If a Referred Prospect does not use the Referrer's referral code or is not recorded through EnableAll's Affiliate Tracking Platform or another approved registration method, the Referrer may still claim Commission only by providing reasonable evidence, satisfactory to EnableAll, acting reasonably, that it introduced the Referred Prospect to EnableAll and was the effective cause of the referral. Such evidence may include email correspondence, written introductions, meeting records, CRM records, or confirmation from the Referred Prospect. Where multiple Referrers claim the same Referred Prospect, EnableAll shall determine, acting reasonably and in good faith, which Referrer was the effective cause of the referral, taking into account all available evidence. Where a Referred Prospect subscribes without using a referral code, the Referrer's identity must be provided to EnableAll in writing within seven (7) days of the subscription start date unless EnableAll agrees otherwise in writing.
6. Lost Referral Codes or Affiliate Tracking Links. A Referred Prospect who has mislaid their referral code or Affiliate Tracking Platform details may contact their EnableAll Partner Manager or EnableAll Support, and they may confirm attribution at EnableAll’s reasonable discretion. Where a Referred Prospect uses or is associated with more than one Referrer’s referral code, the first valid referral code used by the Referred Prospect at sign-up shall take precedence.
7. Payment. Software Commissions will be earned and payable based on the Qualified Customer’s payment schedule. If the Qualified Customer pays monthly or quarterly, the corresponding Commission will be paid to Referrer monthly or quarterly. If the Qualified Customer pays annually in advance, the corresponding Software Commission will be paid to Referrer annually. Services Commission will be earned and payable based on the Customer’s payment schedule for the applicable services, whether Client pays in advance, in arrears, or on a recurring basis. Commissions will be due and payable no later than 60 days after EnableAll receives the corresponding payment from the referred customer. Payments will be subject to all applicable taxes. All payments, commissions, and amounts referenced in this Agreement, including the calculation of revenue and payment of Commission, shall be made in and calculated by reference to United States Dollar (USD) or Pounds sterling (GBP), or otherwise as agreed in the Order Form.

TERM AND TERMINATION

1. Term. The “Term” of this Agreement will commence on the Effective Date and shall continue indefinitely unless terminated earlier in accordance with 6.2.
2. Termination. Either party may terminate this Agreement for convenience and without cause upon 60 days prior written notice to the other party. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days prior written notice, provided that the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the 30-day period.
3. No Liability for Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other, because of such termination, for expenditures or commitments made in connection with this Agreement or damages caused by the loss of prospective profits or anticipated sales. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
4. Effects of Termination. Upon the effective date of termination of this Agreement, EnableAll shall remain responsible for paying Commission only in respect of Qualified Customers whose subscription or applicable services engagement was completed and accepted by EnableAll before the effective date of termination. Software Commission for such Qualified Customers shall continue only for the applicable Software Commission Period specified in the Order Form and shall cease immediately thereafter. Where Services Commission applies, it shall be payable only in respect of Professional Services, Managed Services, implementation, support, or other services that were quoted, proposed, or otherwise agreed in writing with the Qualified Customer before the effective date of termination, and only for the applicable Services Commission Period specified in the Order Form (or otherwise agreed in writing between the parties), after which it shall cease. For the avoidance of doubt, EnableAll shall have no obligation to pay Commission in respect of any new services proposed or agreed with a Qualified Customer on or after the effective date of termination. EnableAll shall also have no obligation to pay Commission in respect of any Referred Prospect referred, accepted, or subscribing on or after the effective date of termination, except that where a Referred Prospect was referred to and accepted by EnableAll before the effective date of termination but had not yet entered into a subscription, EnableAll shall, acting reasonably and in good faith, pay the applicable Commission in accordance with this Agreement if that Referred Prospect enters into a subscription within thirty (30) days after the effective date of termination as a direct result of Referrer's referral. Sections 6.3, 6.4 and Sections 7 through 13 shall survive termination of this Agreement.

INTELLECTUAL PROPERTY RIGHTS

1. EnableAll IP. Referrer acknowledges and agrees that EnableAll is the sole and exclusive owner of all right, title, and interest in and to EnableAll Services and all related documentation, marketing materials, trademarks, service marks, trade names, logos, copyrights, trade secrets, patents, and other intellectual property rights (collectively, “EnableAll IP”), wherever situated in the world.
2. Reservation of EnableAll IP. Referrer obtains no rights in EnableAll IP other than the limited rights and licenses expressly granted in this Agreement. Referrer shall not, directly or indirectly, challenge or assist any third party in challenging EnableAll’s ownership of EnableAll IP.
3. Improvements. All improvements, modifications, or derivatives of EnableAll Services or EnableAll IP made or suggested by Referrer are and shall remain the exclusive property of EnableAll.
4. Referrer IP. As between the parties, Referrer retains all right, title, and interest in and to its own name, logos, trade marks, and other intellectual property (the “Referrer IP”). Referrer grants EnableAll a non-exclusive, non-transferable, revocable license to use the Referrer IP solely to identify Referrer as a referral partner of EnableAll on the EnableAll website and in EnableAll’s marketing materials, in accordance with any brand guidelines Referrer provides. EnableAll shall cease such use within a reasonable period after written notice from Referrer withdrawing this permission.

DISCLAIMER OF WARRANTIES

EnableAll makes no representation or warranty of any kind whether express, implied (either in fact or by operation of law), or statutory, as to any matter whatsoever. EnableAll expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, and title. EnableAll does not warrant against interference with the enjoyment of EnableAll products or against infringement. EnableAll does not warrant that EnableAll Services are error-free or that operation of EnableAll Services will be secure or uninterrupted. Referrer will not have the right to make or pass on any representation or warranty on behalf of EnableAll to any other third party.

INDEMNIFICATION

1. Defense of Claims.Referrer will defend EnableAll and its affiliates and their employees, directors, agents, and representatives ( “EnableAll Indemnified Parties”) from any actual or threatened third party claim arising out of Referrer’s breach of this Agreement or based upon Referrer’s negligence or willful misconduct. The applicable EnableAll Indemnified Party will give Referrer prompt written notice of the claim. Referrer will have full and complete control over the defense of the claim, and the sole right to settle the claim, provided that Referrer may not enter into any settlement without the EnableAll’s prior written consent if such settlement imposes any liability, ongoing obligation, or admission of fault or wrongdoing upon any EnableAll Indemnified Party. The applicable EnableAll Indemnified Party will provide reasonable assistance in connection with the defense and settlement of the claim as Referrer may reasonably request.
2. Indemnification. Referrer will indemnify each of EnableAll Indemnified Parties against (i) all damages, costs, and attorneys’ fees finally awarded against any of them in any proceeding under Section 9.19; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any of them in connection with the defense of such proceeding (other than attorneys’ fees and costs incurred without Referrer’s consent after Referrer has accepted defense of such claim); and (iii) if any proceeding arising under Section 9.19 is settled, Referrer will pay any amounts to any third party agreed to by Referrer in settlement of any such claims.

CONFIDENTIAL INFORMATION

1. Definition.“Confidential Information” means any proprietary information of a party to this Agreement disclosed by one party to the other that is in written, graphic, machine readable, or other tangible form and is marked “Confidential” or “Proprietary” or in some other manner to indicate its confidential nature. Confidential Information may also include oral disclosures provided that such information is designated as confidential at the time of disclosure and reduced to a written summary by the disclosing party within 30 days after its oral disclosure, which is marked in a manner to indicate its confidential nature and delivered to the receiving party.
2. Exceptions. Confidential Information will not include any information that the receiving party can show (i) was publicly known and made generally available prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party, (iii) is already in the possession of the receiving party at the time of disclosure, (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality, or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
3. Non-Use and Non-Disclosure. Each party will (i) treat as confidential all Confidential Information of the other party; (ii) not disclose such Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section provided that the disclosing party has obtained the written consent to such disclosure from the other party; and (i) will not use such Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement. Each party is permitted to disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of such requirement prior to disclosure and assistance in obtaining an order protecting such information from public disclosure.
4. Confidentiality of Agreement. Neither party to this Agreement will disclose the terms of this Agreement to any third party without the consent of the other party, except as required by securities or other applicable laws. Notwithstanding the above provisions, each party may disclose the terms of this Agreement (i) in connection with the requirements of a public offering or securities filing; (ii) in confidence, to accountants, banks, and financing sources and their advisors; (iii) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (iv) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.

DATA PROTECTION

If Referrer provides EnableAll with personal data relating to referred prospects ("Referral Data"), Referrer warrants and represents that: (a) all data subjects have given valid consent to the transfer of their personal data to EnableAll for marketing purposes and to the processing of their personal data by EnableAll for such purposes; (b) the transfer complies with applicable data protection laws, including the UK GDPR and EU GDPR; (c) Referrer is not aware of any circumstances likely to give rise to a breach of data protection laws; and (d) Referrer shall, upon request, provide written evidence documenting compliance with this Section 11. Referrer shall indemnify and hold harmless EnableAll against any losses, damages, costs, or expenses arising from any breach of this Section 11.

LIMITATION OF LIABILITY

1. Nothing in this Agreement excludes the liability of EnableAll: (i) for death or personal injury caused by EnableAll’s negligence; or (ii) for fraud or fraudulent misrepresentation.
2. Disclaimer of Damages. Notwithstanding anything to the contrary contained in this agreement, EnableAll shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and, even if EnableAll is apprised of the likelihood of such damages occurring.
3. Cap on Liability. Under no circumstances will EnableAll’s total liability of all kinds arising out of or related to this Agreement (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total Commission paid by EnableAll to Referrer under this Agreement in the 12 months preceding the events giving rise to the liability (determined as of the date of any final judgment in an action).
4. Independent Allocations of Risk. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this agreement between the parties. this allocation is reflected in the compensation offered by EnableAll to Referrer and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this agreement, and each of these provisions will apply even if the warranties in this agreement have failed of their essential purpose.

GENERAL

1. Independent Contractors. The relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to (i) act as an agent; or (ii) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.
2. Non-Assignability and Binding Effect. Neither party will assign its rights and obligations under this Agreement without the written consent of the other party, except that EnableAll may assign or transfer this Agreement to a successor to its business (including a successor by way of merger, acquisition, sale of all or substantially all of its assets, or operation of law). Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their successors and assigns.
3. Notices. All notices, requests, demands, or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (i) when personally delivered; (i) one business day after being sent by a recognized overnight courier service; or (iii) when sent by email, with confirmation of transmission and provided that notice is also sent on the same day by one of the methods described in (i) or (ii).
4. Force Majeure. Nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party.
5. Anti-Corruption. Each party shall: (i) comply with all applicable laws relating to anti-bribery and anti-corruption including (but not limited to) all relevant applicable laws (including the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act) (the “Anti-Bribery Requirements”); (ii) maintain in place and enforce throughout the Term of this Agreement its own policies and procedures, including adequate procedures to ensure compliance with the Anti-Bribery Requirements; (iii) ensure that all employees, contractors and other persons associated with Send or other persons who are per-forming services or providing goods in connection with this Agreement comply with this Anti-Bribery clause; (iv) not offer or give or request, agree to receive or accept any bribe, other improper payment or advantage or bribe any UK, US or foreign public official in breach of applicable Anti-Bribery Requirements; (v) implement, maintain and enforce adequate procedures designed to prevent persons associated with that par-ty engaging in conduct which contravenes the Anti-Bribery Requirements; and (vi) on written demand, certify to the other party in writing compliance with this clause. Referrer shall provide such supporting evidence of compliance as EnableAll may reasonably request. Referrer shall also comply with EnableAll's Supplier Code of Conduct and other mandatory supplier policies published at https://enableall.com/legal
6. Governing Law; Arbitration. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales. The rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, shall be finally settled by binding arbitration in London, England under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.
7. Remedies Cumulative. The remedies provided to the parties under this Agreement are cumulative and will not exclude any other remedies to which a party may be lawfully entitled.
8. Waiver and Severability. The waiver by either party of any breach of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation under this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement. If any part of this Agreement is unenforceable, the remaining portions of this Agreement will remain in full force and effect.
9. Entire Agreement. This Agreement, including any exhibits, is the final and complete expression of all agreements between these parties and supersedes all previous oral and written agreements regarding these matters. It may be changed only by a written agreement signed by the party against whom enforcement is sought. The exhibits referred to in this Agreement are incorporated by this reference as if fully set forth here.
10. Customer Agreement. Referrer acknowledges that Customers subscribe to the EnableAll Services subject to EnableAll's then-current Terms of Service available at https://enableall.com/terms-of-service and that such Terms of Service govern the Customer's use of the EnableAll Services.
11. Other legal documents and policies: Referrer acknowledges that EnableAll maintains additional legal policies and standards at https://enableall.com/legal, which may include supplier, compliance and product policies that apply where relevant to the parties' relationship.
12. Third-Parties. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns), including pursuant to the Contracts (Rights of Third Parties) Act 1999.
13. Execution in Counterparts. The Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute but one and the same instrument. The Agreement may be executed and delivered electronically, and the parties agree that such electronic execution and delivery will have the same force and effect as delivery of an original document with original signatures, and that each party may use such facsimile signatures as evidence of the execution and delivery of this Agreement by all parties to the same extent that an original signature could be used.
14. Order of Precedence. If there is any inconsistency or conflict between the Order Form and this Agreement, the Order Form shall prevail to the extent of the inconsistency. Any terms expressly stated in the Order Form shall be deemed to amend or supplement this Agreement solely in relation to that Order Form.
15. No Obligation to Enter Further Agreements. Nothing in this Agreement obliges either party to enter into any further agreement, negotiation or commercial arrangement with the other.
16. Acceptance. These online referral terms are accepted, and form a binding agreement between the parties, when an authorized representative of Referrer signs or otherwise accepts an Order Form that references these terms, or when Referrer first submits a Referred Prospect under a referral code issued by EnableAll, whichever occurs first. By signing or accepting an Order Form, Referrer agrees to these terms and confirms that the individual accepting has authority to bind Referrer. Where these terms are accepted by means of an Order Form, a handwritten or counterpart signature of these terms is not required.
    

    The parties, having read and agreed to the terms and conditions set forth in this Agreement, hereby execute this document as of the Effective Date.