Pulseem Referral Program

PULSEEM REFERRAL PROGRAM TERMS AND CONDITIONS

These Pulseem Referral Program Terms and Conditions (“Referral Terms“) govern your participation in the Pulseem Referral Program. By clicking “I Accept” on Pulseem’s Terms of Use or by participating in the Referral Program, you (“Referral Partner“) agree to be bound by these Referral Terms, which form a legally binding agreement between you and Pulseem Ltd., an Israeli corporation with offices at 9 Tversky St. Tel Aviv, Israel (“Pulseem“), each shall be referred to as a “Party” and together, the “Parties”.

1. Definitions. 

Capitalized terms shall have the respective meanings ascribed to such terms below:

• “Pulseem Offering” means any of Pulseem’s products and/or services as described on Pulseem’s website, and such other products and services as Pulseem may offer from time to time.
• “Referral Fees” means the compensation payable to Referral Partner as described in Section 8 below.
• “Customer” means an individual or entity initially introduced to Pulseem by Referral Partner, with the express prior consent of the potential Customer, that is specifically identified through the Referral Program portal and accepted by Pulseem during the Term, provided that the potential Customer has not previously been contacted by Pulseem, or any of Pulseem’s affiliates, agents, or resellers, and provided that no one has previously submitted the marketing opportunity to Pulseem; and completes a Sale with Pulseem of one or more Pulseem Offerings.
• “Marketing Activities” means the marketing and related activities to be undertaken by Referral Partner under these Referral Terms, as set forth in Section ‎4.
• “Sale” means a completed sale of a license for one or more Pulseem Offerings by Pulseem to a Customer which results from the efforts of Referral Partner and which occurs within one hundred eighty (180) days following the acceptance by Pulseem, even if such Sale occurs after the Term. Such sale will be deemed to occur only upon: (a) the execution by Pulseem and the Customer of an agreement for the provision of the applicable Pulseem Offering(s) (“Commercial Agreement“); (b) the satisfaction or removal of all contingencies or conditions which could result in the termination, cancellation or rescission of the Commercial Agreement; and (c) the delivery or commencement of delivery of such Pulseem Offering(s) to the Customer.

2. Referral Program
   • General. During the Term, Referral Partner will undertake to promote Sales of Pulseem Offerings on a nonexclusive basis and in accordance with these Referral Terms. Pulseem reserves the right to promote, market and solicit sales for the provision of any Pulseem Offerings without restriction, either directly or through others, at any time during or after the end of the Term. Referral Partner will not make any representations, warranties or commitments to any third party with respect to the specifications, features, or capabilities of the Pulseem Offerings that are inconsistent with the then-current marketing literature supplied by Pulseem. Referral Partner will pay all costs associated with undertaking the Marketing Activities, including but not limited to all taxes applicable to or arising from the performance of the Marketing Activities or the Referral Fees paid to Referral Partner under these Referral Terms.
   • Registration Process. To register a potential Customer, Referral Partner must submit the Customer’s information through the designated Referral Program portal on Pulseem’s website. Pulseem will review and either accept or decline the submission at its sole discretion. Accepted Customers will be registered to the Referral Partner for a period of six (6) months, after which the registration will expire if no Sale has occurred.
3. Relationship of the Parties and Authority

The Parties are independent contractors and shall not represent themselves as agents, partners, or having authority to bind one another. Referral Partner is not authorized to sell Pulseem Offerings outside the scope of these Referral Terms, nor to accept payments, returns, or provide credits on behalf of Pulseem. All Customer payments must be made directly to Pulseem; any payment received by Referral Partner must be forwarded to Pulseem immediately in its original form.

4. Marketing Activities of Referral Partner
   • Description. During the Term, Referral Partner will promote Sales of Pulseem Offerings by contacting potential Customers.  Referral Partner will make available to such potential Customer promotional materials and information furnished by Pulseem to assist Referral Partner’s promotion of such Sales.
   • Offers. Referral Partner will solicit offers to complete Sales of Pulseem Offerings from potential Customers.  Referral Partner will make no representations regarding the performance, functional characteristics, or other aspects of Pulseem Offerings beyond those stated in Pulseem’s promotional materials, Pulseem’s website and in other materials made publicly available by Pulseem.  Referral Partner will not quote pricing, delivery terms, or negotiate on behalf of Pulseem without prior written approval. Pulseem may, at its sole discretion, accept, reject or refuse to enter into an agreement with any specific Customer. Referral Partner acknowledges that all negotiations regarding the commercial proposals with respect to a transaction with a Customer will take place directly between Pulseem and the Customer.
   • Nondisclosure. Any data, knowledge, or other information disclosed by one party to the other party in the performance of these Referral Terms relating to the business affairs, customers, markets, finances, methods, products, technology, trade secrets, or proprietary rights of the disclosing party will be treated as confidential and proprietary information of the disclosing party if and to the extent it is conspicuously marked or otherwise identified as confidential or proprietary information upon or promptly after such disclosure. The receiving party will not disclose or use such information other than for the purpose for which it is provided by the disclosing party, unless the disclosing party consents to the disclosure in writing. The foregoing obligations shall not apply to any (a) information that is now or later becomes publicly available through no fault of the receiving party, (b) information obtained by the receiving party from a third party without any obligation of secrecy or confidentiality, (c) information that is independently developed by the receiving party, or (d) any disclosure required by applicable law.
5. Representations and Warranties.

Referral Partner represents and warrants that it: (a) will comply with all applicable laws; (b) will disclose to Customers its referral relationship with Pulseem; (c) has obtained prior consent to introduce Customer to Pulseem and to allow Pulseem to contact such Customers; (d) consents to Pulseem identifying it as the source of the referral; (e) will act in Pulseem’s best interest and avoid conflicts; and (f) is solely responsible for its costs and expenses under these Referral Terms.

6. Term and Termination
   • Term. These Referral Terms will remain in effect until the earlier of (i) termination in accordance with Section ‎2 below; or (ii) 12 consecutive months without any submissions regarding potential Customers (the “Term”).
   • Termination. The Term will terminate upon the occurrence of the following:

• by either Party, with thirty (30) days’ prior written notice, if the other Party materially breaches these Referral Terms and fails to cure such breach within that period;
• by either Party, immediately upon written notice, if the other Party becomes insolvent, files for bankruptcy, or makes a general assignment for the benefit of creditors;
• by Pulseem, immediately, if it believes the Referral Partner introduced a Customer to Pulseem without consent or engaged in abusive practices; or
• by Pulseem, for convenience, upon thirty (30) days’ prior written notice.
  • Effect of Termination. The provisions concerning Pulseem’s proprietary rights, disclaimers of warranty, limitation of liability, and governing law will survive the termination of these Referral Terms.  Upon the expiration or termination of the Term, Referral Partner will destroy or return to Pulseem any and all promotional literature, data, and other items received from Pulseem.

If these Referral Terms were terminated for cause (including under Sections 6.2(a)–(c) above), after such termination the Referral Partner shall not be entitled to any Referral Fees, and any completed transaction with a potential or existing Customer shall not be considered a “Sale” for the purposes of these Referral Terms, even if it would otherwise meet the conditions of Section ‎1.5.

7. Compensation
   • Referral Fees. As full and sole compensation to Referral Partner under these Referral Terms, during the Term, Pulseem will pay Referral Partner a fee for each Sale of a Pulseem Offering to a Customer, provided that such Sale is concluded within a period of six (6) months following the date of submission of the Customer’s information. The Fees shall be calculated as follows:
     • Subject to section 6.3 above, Referral Partner shall be entitled to:
       (a) twenty percent (20%) of Net Revenue received from such Customer for monthly subscription services; and

(b) five percent (5%) of Net Revenue received from such Customer for one-time purchases(sms, whatsapp.
These Referral Fees shall be payable for a period of twenty-four (12) months from the effective date of the first Commercial Agreement with the Customer.

• No Referral Fees shall be payable for any revenue received after twenty-four (12) months from the effective date of the first Commercial Agreement with the Customer, regardless of whether such revenue is from monthly subscriptions or one-time purchases.

“Net Revenue” means the fees paid by the Customer in the framework of a Sale transaction, net of taxes, duties, levies, charges or fees, reimbursements which are defined as such in any order or invoice and similar amounts and after making allowances for warranties and the like. Any taxes, VAT, charges, levies or duties payable by the Referral Partner shall be borne and paid solely by the Referral Partner.

• Payment. Payment shall be made every quarter, provided that the total amount payable to the Referral Partner for the relevant period equals or exceeds 500 ILS. If the amount due does not meet the aforementioned threshold, payment shall be deferred to the next payment period in which the minimum amount is reached.
• Adjustment. If a Customer cancels, fails to pay, or revokes acceptance of a Pulseem Offering, the corresponding Referral Fees shall be reduced proportionally. If Pulseem issues a refund, credit, or allowance, Referral Fees will be adjusted accordingly. If Referral Partner has already received Referral Fees in excess of the adjusted amount, they shall promptly refund the difference to Pulseem, or Pulseem may deduct it—upon prior written notice—from any amounts owed to the Referral Partner under these Referral Terms.
• Claims. In the event of multiple complete and conforming submissions for the same opportunity from different referring entities, the first submission submitted will be the one eligible for a Referral Fee. In no event shall Pulseem be obligated under these Referral Terms to pay aggregate Referral Fees for a Sale in excess of the amount of the Referral Fees payable to Referral Partner under these Referral Terms, except if Referral Partner were the sole procurer of such Sale. Pulseem’s good faith determination or allocation in any such matter will be final and binding on Referral Partner.
• Withholding. Any payments due Referral Partner will be subject to any withholding, offset, or deduction required by law. Further, any such payments will be subject to offset or deduction for any amounts which may be owing by Referral Partner to Pulseem.

8. Disclaimer Warranties.

PULSEEM MAKES NO WARRANTIES TO REFERRAL PARTNER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THESE REFERRAL TERMS OR THE PULSEEM OFFERINGS.

9. Limitation of Liability.

EXCEPT FOR BREACHES OF CONFIDENTIAL INFORMATION, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR BREACHES OF CONFIDENTIAL INFORMATION, THE TOTAL LIABILITY OF EITHER PARTY UNDER THESE REFERRAL TERMS WILL NOT EXCEED THE TOTAL AMOUNT OF PAYMENTS RECEIVED BY REFERRAL PARTNER FROM PULSEEM UNDER THESE REFERRAL TERMS IN THE 12 MONTHS PRECEDING A CLAIM.

10. Intellectual Property.

Pulseem retains title to and ownership of the Pulseem Offerings and other Pulseem materials and documentation and all associated patent, copyright, trademark and other intellectual property rights, and no title to or ownership of the same is transferred to Referral Partner pursuant to these Referral Terms. Pulseem reserves all rights to the Pulseem Offerings and other Pulseem materials and documentation not expressly granted to Referral Partner in these Referral Terms. All goodwill arising out of Referral Partner’s use of any of Pulseem’s intellectual property shall inure solely to the benefit of Pulseem.  The use of each Pulseem’s logo will be coordinated in each individual case. The Referral Partner is not entitled to use any trademarks or logos of Pulseem unless there has been mutual written consent or a use authorized for common marketing activities in individual cases.

11. GENERAL PROVISIONS
    • Entire Agreement. These Referral Terms, constitutes the entire agreement and understanding between the Company and Referee; the provisions of these Referral Terms supersede any and all prior negotiations, understandings or agreements relating to the same subject matter.
    • Third Party Beneficiaries. Nothing expressed or implied in these Referral Terms is intended or shall be construed to confer upon or give to any third party any rights or remedies by virtue of these Referral Terms.
    • Amendments; Modifications. These Referral Terms may be updated by Pulseem from time to time. Pulseem will notify Referral Partner of any material changes to these Referral Terms . Referral Partner’s continued participation in the Referral Program after such notification constitutes acceptance of the updated Referral Terms.
    • Assignment. Referral Partner will not assign all or any part of these Referral Terms or any of its rights under this Agreement without the prior written consent of Pulseem.  No assignment by Referral Partner, with or without Pulseem’s consent, will relieve Referral Partner from any of its obligations under these Referral Terms.  Subject to the foregoing restriction on assignments by Referral Partner, these Referral Terms will be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.
    • Notices. Any notice or other communication under these Referral Terms given by either Party to the other Party will be in writing and will be delivered via email to the email address provided by Referral Partner during registration for the Referral Program, or to such other email address as either party may designate by notice to the other party.
    • Governing Law. These Referral Terms will be governed by the laws of Israel, without giving effect to its conflict of law provisions. The Parties hereby irrevocably consent to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel, to adjudicate all disputes arising from or in connection with these Referral Terms .
    • Severability. If any part of These Referral Terms is held to be invalid or unenforceable, the remaining parts of These Referral Terms shall not thereby be affected and shall be given full effect without regard to the invalid portions.

By clicking “I Accept” on Pulseem’s Terms of Use or by participating in the Referral Program, you acknowledge that you have read, understood, and agree to be bound by these Referral Terms.

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