CUSTOMER SPECIFIC REFERRAL AGREEMENT MAY 22, 2025
BY CLICKING THE “SUBMIT” BUTTON DISPLAYED AS PART OF THE REFERRAL PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR PARTICIPATION IN THE BABEL STREET REFERRAL PROGRAM (THE “PROGRAM”). IN THE EVENT BABEL STREET, Inc. ACCEPTS YOUR CUSTOMER SPECIFIC REFERRAL, YOU AGREE THAT THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY.
THE “EFFECTIVE DATE” OF THIS AGREEMENT SHALL BE THE DATE OF BABEL STREET’S ACCEPTANCE OF YOUR REFERRAL.
WHEREAS, the Parties desire to enter into a strategic relationship whereby Referral Agent will recommend the Products (as defined below) to third parties in accordance with the terms and conditions set forth herein; and
In consideration of the mutual covenants and conditions contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows:
During the term hereof, You may identify and refer to Babel Street potential customers that desire to subscribe to one or more of Babel Street’s products and services (the “Products”) directly from Babel Street. You shall, in its discretion, design, manage and direct its referral initiatives hereunder for the Products in accordance with this Agreement. Notwithstanding anything to the contrary contained herein, Babel Street shall not be obligated to enter into any agreement with, or provide any Products to, any person, company, or other entity referred by You. The parties hereby acknowledge and agree that the referral arrangement described herein is non-exclusive.
Referral Fees and Payment Terms.
Eligible Customers
As described in above, You may refer potential customers to Babel Street for the Products. For purposes of documenting a referral, You shall notify a designated contact at Babel Street (to be provided by Babel Street) via email prior to, or promptly after, referring a potential customer to Babel Street. Babel Street shall review its internal referral database and will use reasonable commercial efforts to respond to You within ten (10) business days (i) providing written confirmation from Babel Street’s CEO, Chief Operating Officer, or their appointed designee (a “Confirmation”) that such potential customer shall be associated with Your name in the referral database, or (ii) indicating that Babel Street already has a relationship and/or contact with such potential customer (as demonstrated by email, correspondence, or other documentation that Babel Street, or one of its other authorized resellers or You, has already contacted such potential customer in connection with the marketing, use, or other potential transactions with respect to any Products). If You do not receive a response from Babel Street within ten (10) business days, the request is deemed rejected and Babel Street shall have no further duty.
Upon receipt of a Confirmation from Babel Street, a potential customer shall become a “Referral.” After Babel Street’s Confirmation, a Referral shall be deemed a “Validated Referral” if and only if: a) You makes a personal introduction to Babel’s Sales team, b) the introduction results in a schedule live meeting and demo, c) the Referral is qualified through Babel Street’s Customer Due Diligence Process, and d) as a result of the foregoing, is registered as a qualified sales opportunity in Babel Street’s CRM.
A Validated Referral shall be defined as a prospect that, following referral Confirmation,
- has been personally introduced to Babel Street’s Sales team by You,
- participated in a scheduled live meeting and demo,
- successfully completed Babel Street’s Customer Due Diligence Process, and
- has been registered as a qualified sales opportunity in Babel Street’s CRM, tagged with the designated referral ID provided in the Confirmation.
Only once all four conditions are met shall the referral be deemed a Validated Referral for purposes of eligibility
Validated Referral Fee Eligibility
If a Validated Referral does not become a Referred Contracted Customer within six (6) months of the original Confirmation from Babel Street, then such potential customer shall cease to be a Validated Referral connected with You, and You shall no longer be eligible to receive a Referral Contract Fee (as defined below) for such Validated Referral. If a Validated Referral does not become a Referred Contracted Customer You shall be eligible to be paid the amount one-thousand ($1000) for the Validated Referral (“Validated Referral Fee”). A previously rejected potential customer or one that does not become a Validated Referral may not be used for eligibility for a Referral Contract Fee or a Validated Referral Fee unless You resubmit such potential customer through the process above, and such potential customer is reinstated as a Validated Referral by Babel Street.
Referral Contract Fee Eligibility
In its discretion, Babel Street may enter into an agreement with any such Validated Referral subscribing to the Products. Any such mutually agreed upon and executed agreement for Products shall be referred to herein as a “Referred Customer Contract.” Any Validated Referral that enters into a Referred Customer Contract with Babel Street shall be a “Referred Contracted Customer.” For the avoidance of doubt, any agreement between Babel Street and a Referred Contracted Customer for a Product shall be entered into, and shall be subject to the terms negotiated by, Babel Street in its sole discretion. For each Referred Contracted Customer that executes a Referred Customer Contract, Babel Street agrees to pay the Referral Contract Fee to You as set forth below. However, if You are paid a Referral Contract Fee in connection to a Validated Referral, You shall not be eligible for the Validated Referral Fee for that customer. You hereby represent and warrant it shall not send any unsolicited email, mass mailings, or spam to potential customers related in any way to the Products or the marketing thereof without receiving the prior consent from any such potential customer. Any breach of the foregoing representation and warranty shall constitute an incurable, material breach of this Agreement.
Referral Fee Calculation
For each Referred Customer that enters into a Referred Customer Contract, Babel Street shall pay to You a Referral Contract Fee equal to ten percent (10%) of the ACV of the Product(s) sold for the first year, and five percent (5%) of the ACV for the second year only. No referral Contract Fee shall be due for any years beyond the second contract year, regardless of contract length or renewal. The Referral Contract Fee is limited to a maximum of two years per Referred Customer Contract.
Payment
The Referral Contract Fee shall be paid by Babel Street to You within thirty (30) days after receipt of payment in currently available funds from Referred Customer for the Products provided under a Referred Customer Contract. If payments from the Referred Customer are paid over time, the Referral Contract Fee shall similarly be paid over time (in the amount of the Applicable Percentage of each payment actually received by Babel Street).
Expense Reimbursement
You shall not receive any compensation for any expenses You expend in connection to this Agreement or program.
CONFIDENTIALITY; PROPRIETARY RIGHTS.
Confidential Information.
During the Term and for four (4) years after termination or expiration of this Agreement, all information furnished or disclosed by Babel Street to You prior to or after the Effective Date, in whatever form or medium, pursuant to this Agreement, including, but not limited to, information regarding the Products, all business plans and pricing information regarding the Products, all future plans for the development of the Products, all information and know-how embodied in or related to the Products and any modifications, enhancements, adaptations, and derivative works of any of the foregoing, the terms of any and all Customer Agreement(s), and any discussions between the parties regarding other potential business relationships (the “Confidential Information”), shall be held in strict confidence by You, and will not be used, made available or disclosed to any third party without Babel Street’s prior written consent. The foregoing definition shall include all such information previously or subsequently communicated in any meetings or any communications between Babel Street and You relating to the subject matter of this Agreement, whether provided prior to or after the Effective Date. Notwithstanding the foregoing, Confidential Information does not include any information that: (a) is in or enters the public domain without breach of this Agreement by You; (b) You possessed prior to first receiving it from Babel Street; (c) was developed by You independently and without use of or reference to Babel Street’s Confidential Information; or (d) You receives from a third party who is under no obligation of confidentiality regarding such information. Nothing contained herein shall require Babel Street to disclose any Confidential Information.
Confidentiality Obligation
The Confidential Information shall at all times remain the sole and exclusive property of Babel Street, and You shall not directly or indirectly, and shall cause its employees not to directly or indirectly, use, disseminate, publish or disclose the Confidential Information without the prior, express written consent of Babel Street. You shall not use the Confidential Information for any purpose except as set forth herein. You shall only disclose the Confidential Information to its employees or agents that have a need to know and a legal duty to Babel Street to protect the Confidential Information. Upon any termination of the rights granted hereunder, You shall promptly return to Babel Street all materials that were delivered to You by Babel Street hereunder, including all Confidential Information and any copies thereof. Upon return thereof, You shall cause one of its officers or principals to certify to Babel Street in writing that You has complied with this Agreement.
Ownership
All title, ownership and intellectual property rights in and to the Products, related documentation, and any inventions (whether patentable or not) arising from the Products, including (without limitation) any patents, trade secrets, methods of operation, and other intellectual property and proprietary rights (collectively, the “Babel Street Materials”) are owned by Babel Street. You acquire no rights in, license to, or ownership of any of the Babel Street Materials. Babel Street reserves all rights not expressly granted herein.
WARRANTIES
You represent and warrant that: (i) it will not misrepresent the Products, capabilities or any other aspect of Babel Street’s business; and (ii) neither this Agreement nor Your performance of its obligations hereunder will place You in breach of any other contract or obligation and will not violate the rights of any third party. BABEL STREET MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND BABEL STREET EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
INDEMNIFICATION
You agree to indemnify, defend and hold harmless, Babel Street from and against any and all actual or threatened claims, action, damages, liabilities, costs and expenses including without limitation reasonable attorneys’ fees, and expenses arising out of or in connection with Your acts or omissions in connection with this Agreement.
LIMITATION OF LIABILITY
REGARDLESS IF ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL BABEL STREET BE RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOST PROFITS, AND THE COST OF COVER) ARISING OUT OF ANY CLAIM OF WHATEVER NATURE RELATING TO THIS AGREEMENT, EVEN IF BABEL STREET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE TOTAL AND CUMULATIVE LIABILITY OF BABEL STREET TO YOU OR ANY THIRD PARTY FOR ALL CAUSES OF ACTION HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY BABEL STREET TO YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY HEREUNDER.
RELATIONSHIP OF THE PARTIES
This Agreement shall not establish any exclusive relationship between the parties and the relationship of the parties under this Agreement shall be and at all times remain one of independent contractors; nothing in this Agreement shall be deemed or construed to render the parties as principal and agent, employer and employee, franchiser and franchisee, partners, or joint venturers. Neither party shall have authority to assume or create obligations on behalf of the other party. As independent contractors, each party shall be responsible for and shall pay all of its own federal, state or local income taxes, payroll taxes and self-employment taxes upon the compensation paid for services rendered under this Agreement. Nothing in this Agreement shall grant to either party any license to use the other party’s intellectual property (including, but not limited to, trademarks).
TERM AND TERMINATION
Termination
Babel Street may terminate this Agreement at any time. The Confidentiality, Warranty, Indemnification, Limitation of Liability, and Miscellaneous, Sections of this Agreement shall survive any termination.
Effects of Termination
Upon termination or expiration of this Agreement for any reason: (i) each party shall immediately return any marketing materials, equipment and/or Confidential Information of the other party. Any fees already earned by You shall be paid to You in accordance with the Agreement regardless of such termination. In addition, provided that this Agreement is not terminated as a result of a material breach by You, if a Confirmation becomes a Validated Referral or executes a Referred Customer Contract with a Validated Referral within ninety (90) days of the date of any such termination of this Agreement, Babel Street shall pay the appropriate fees as described above regardless of termination of this Agreement.
COMPLIANCE WITH LAWS
General
You shall at all times and at its sole expense, perform its obligations hereunder in compliance in all material respects with all applicable foreign and domestic laws, regulations, statutes, ordinances, and governmental requirements, and in such a manner so as not to cause Babel Street to violate in any material respect any applicable laws or regulations.
Foreign Corrupt Practices Act
Without limiting the foregoing, You shall comply with the provisions of the United States Foreign Corrupt Practice Act of 1977, as amended ("FCPA") and all similar laws in other applicable jurisdictions. In addition, and without limiting the foregoing, You shall not (and shall ensure that its officers, directors, agents, and employees do not) directly or indirectly make an offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision (including a decision not to act) of any candidate, committee, political party, political function or government or government subdivision, or any individual elected, appointed or otherwise designated as an employee or officer thereof or inducing such a person to use his influence to affect any such governmental act or decision in order to assist You in obtaining, retaining or directing any business in relation to any Products under this Agreement. You shall be responsible for and shall pay or reimburse any costs, damages, liability, fines or other charges (including any applicable attorneys’ fees) arising from any noncompliance. You represent and warrants that each employee and/or agent of You acting in connection with this Agreement has successfully completed, or will successfully complete within thirty (30) days of the Effective Date hereof, a certified independent FCPA-compliance course prior to performing any obligations hereunder, and shall provide written certification to Babel Street of such successful completion within five (5) business days thereafter. Alternatively, each employee and/or agent of You acting in connection with this Agreement shall complete the certified independent FCPA-compliance offered through Babel Street within thirty (30) days of the Effective Date; provided that neither You nor any of its employees and/or agents shall undertake any activities in connection with this Agreement until each such certification has been successfully completed. Within thirty (30) days of the Effective Date hereof, and each anniversary of the Effective Date during the term thereafter, You will furnish Babel Street a certification signed by an authorized officer of You, on You’s letterhead, certifying as follows: “In connection with this Agreement, You has fully complied with all applicable anti-bribery laws, including, but not limited, to the U.S. Foreign Corrupt Practices Act (the “FCPA”) and local anti-bribery laws. You is not aware of any violations by You or any of its employees or agents of the FCPA and/or any other applicable anti-bribery laws.” Failure to provide the foregoing FCPA certification as provided above shall be deemed an incurable, material breach of this Agreement, and this Agreement shall automatically terminate in accordance with Section 8 (with no opportunity to cure).
MISCELLANEOUS
Except as otherwise expressly stated herein, this Agreement (including all Exhibits attached hereto) constitutes the entire, final, and exclusive understanding and agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and discussions, whether oral or written, of the parties pertaining to the subject matter hereof. The provisions hereof may not be amended or supplemented in any way except by written agreement executed by both parties. The formation, operation, and performance of this Agreement shall be governed, construed, applied, and enforced in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. The parties consent and agree that all cases, claims, and controversies based upon this Agreement shall be adjudicated only in a Virginia state or federal court located in Fairfax County, Virginia. Any notice or communication required or permitted under this Agreement shall be in writing and deemed received by a party when personally delivered to it, or when received by overnight courier service (provided it shall be deemed received no more than two days after delivery to such courier drop-off site), or when received by certified or registered mail (provided it shall be deemed received no more than five business days after posting), if addressed to the party at the address of such party specified on the signature page of this Agreement or at such other address as specified by such party in a notice delivered to the other party in accordance with this Section 10. If any term or provision is determined to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. If any remedy set forth in this Agreement is determined to have failed its essential purpose, then all other provisions of this Agreement, including, but not limited to, the limitation of liability and exclusion of damages, shall remain in full force and effect. Failure or delay by either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition. You may not assign any of its rights or obligations under this Agreement without the express written consent of Babel Street. Babel Street shall be entitled to assign this Agreement, which shall inure to the benefit of and be binding upon its successors and assigns. Any attempted assignment or delegation in contravention of the above provisions shall be void and ineffective.
