RUSH Merchant Referral Program Terms and Conditions

The Terms and Conditions (T&Cs) of the RUSH Merchant Referral Program

TERMS & CONDITIONS OF RUSH MERCHANT REFERRAL PROGRAM


This Term Sheet (“Term Sheet”) relates to the marketing of RUSH Technologies Inc.  (“RUSH”) eStore Packages by an existing RUSH Merchant (“Referring Merchant”). 


This Term Sheet sets out the mutual understanding of RUSH and the Merchant in relation to the matter set out herein. 



DEFINITION OF TERMS

Referring Merchant

An activated and live merchant who availed of the RUSH eStore 2,499 or 4,999 Package, and has paid for at least 1 month of the service. 

Qualified Merchant

A referred merchant who passes the Know-Your-Customer (KYC) procedure of RUSH.  

Won Merchant

A Qualified Merchant who availed of the RUSH eStore 2,499 or 4,999 Package.



TERMS OF UNDERSTANDING

Referral Process

The Referring Merchant will endorse potential leads to RUSH through the official merchant referral link.


RUSH will proceed with a KYC procedure to qualify the referred merchant before setting up a product pitch. 


RUSH will provide weekly updates to the Referring Merchant regarding the status of their referred potential leads. 

Incentives for Successful Referrals

A Successful Referral is achieved when a referred lead is converted into a Won Merchant. 


For the Referring Merchant, RUSH will waive an equivalent of one (1) Monthly Service Fee, effective the succeeding billing period following the contract signing of the Won Merchant.

Incentives for Successfully Referred Merchants

For the Won Merchant, RUSH will waive the first Monthly Service Fee and begin charging for the subscription on the second month after account activation. 

Merchant Support

RUSH shall be responsible for the presentation of services, rate negotiation, and general customer support for all qualified merchants. 

Duration of Understanding

This Understanding shall take effect upon its signing by the parties and shall remain in force for an initial term of one (1) quarter, renewable upon the mutual assent of both Parties.


ANNEX


  • CONFIDENTIALITY
  1. For purposes of complying with its duties and obligations under this Memorandum, a party may have disclosed or may need to disclose (each a “Disclosing Party”) certain confidential and/or proprietary information to the other party (each a “Receiving Party”).

Confidential Information” means any information, materials, records and/or documents which the Disclosing Party or any of its Affiliates provides or has provided to the Receiving Party or any of its Affiliates  in relation to the Business Purpose or the business or operations of the Disclosing Party or its Affiliates, regardless of form in which such information was communicated or maintained, whether  in written, electronic or machine readable form where such information is identified or designated as proprietary or confidential of the Disclosing Party or its Affiliates (or if disclosed orally, is confirmed in writing by the Disclosing Party as ‘proprietary’ or ‘confidential’ within seven (7) days after its disclosure), or should be recognized by the Receiving Party as confidential due to its nature, including but not limited to specifications, data, know-how, formulae, compositions, processes, designs, intellectual property, sketches, photographs, graphs, drawings, diagrams, artwork, videos, inventions and ideas, agreements, documents, analyses, reports, business plans, studies, notes, projections, compilations, marketing information, research and development, manufacturing or distribution methods and processes, customer lists, price lists, customer requirements, trade secrets or information which is capable of protection at law or equity as confidential information, any information derived or produced partly or wholly from or that reflects the above information (including any notes, reports, analyses, compilations, studies, files or other documents or materials)  and/or other materials that contain information which is of commercial, economical, technical and/or business value because of its nature, whether the information was disclosed on or after the Effective Date of this  Memorandum. Confidential Information shall also include, but not limited to, (i) the fact that the Parties have entered into this  Memorandum or that Confidential Information has been made available to the Receiving Party (ii) any information relating to either Party or its Affiliates, including without limitation information relating to said Party’s or its Affiliates’ marketing and operational data and strategies; (iii) any information relating to the Business Purpose; and (iv) any information relating to the object and scope of any potential or actual business relationship between the Parties.


  1. The Receiving Party agrees that it will, and will ensure that its employees, officers, directors, legal, financial and other professional advisors (the “Representatives”) will hold in confidence the Confidential Information of the Disclosing Party and (i) will take reasonable steps to protect and not disclose to any third party or use the Confidential Information or any part thereof without the Disclosing Party’s prior written approval; and (ii) restrict dissemination of the Confidential Information to its Representatives on a need-to-know basis.
  2. The restrictions in this Article shall not apply, or shall cease to apply, to any part of the Confidential Information that (i) is in the public domain other than by reason of a breach of this Article; (ii) was in the possession of the Receiving Party or any of its Representatives at the time of the disclosure; (iii) was obtained by the Receiving Party in good faith from a third party entitled to disclose it; (iv) is required to be disclosed pursuant to applicable law, provided the Receiving Party gives notice to the Disclosing Party of the order to disclose the Confidential Information; and (v) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party.
  3. If Personal Information, as the term is defined under Republic Act No. 10173 (the “DPA”), is shared with the receiving party, the receiving party shall (a) comply with the DPA, its Implementing Rules and Regulations, and all other relevant data protection laws, rules, and regulations; (b) at all times assist the disclosing party in ensuring compliance with the DPA and other relevant data protection laws, rules, and regulations; (c) reasonably cooperate with, and assist the disclosing party in respect of any threat to, or compromise of, the confidentiality, integrity, or availability of the Personal Information, and communication requests, objections, or any other communications received from data subjects or regulatory authorities; and (d) provide the disclosing party all available information necessary to demonstrate compliance with the obligations laid down in the DPA, its implementing rules and regulations, or any issuance of the National Privacy Commission.

The disclosing party represents and warrants that any Personal Information it discloses to the receiving party has been obtained with the necessary consent from the relevant individuals or data subjects or that it otherwise has the legitimate right under the relevant data protection laws and regulations to provide such data to the receiving party. In the event of the disclosing party’s failure to comply with any of its obligations under this section, the disclosing party shall fully indemnify the receiving party for liabilities or damages that it may incur or suffer.


  • MISCELLANEOUS PROVISIONS
  1. Authorities of Signatories. The Parties hereby represent and warrant that their representatives have been duly authorized by their respective Board of Directors to sign, execute, and deliver this Memorandum.
  2. Severability Clause. If any provision of this Memorandum is held to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions. 
  3. Complete Memorandum. This Memorandum, including its Annexes, constitutes the complete  Memorandum and sets forth the entire understanding of the Parties as to the subject matter of this Memorandum and supersedes all prior discussions and understandings in respect to the subject thereof, whether written or oral. Any alterations or revisions of the terms herein must be made in writing and executed by both Parties.  
  4. Non-Disparagement. The Parties expressly acknowledge and agree that they shall not mention or make statements about each other, or each other’s directors, officers, employees, personnel, consultants, lawyers and agents in a disparaging or derogatory manner. Notwithstanding the foregoing, nothing shall preclude the parties from making any truthful statements that are required or allowed by law or any legal process.
  5. Settlement of Disputes. The Parties hereby agree to reconcile and amicably settle, on a best effort basis, any dispute and/or differences arising out of or in connection with this Memorandum. Should amicable settlement fail, both Parties are accorded the right to seek any and all remedies available under the law.
  6. Amendment. This Memorandum may be modified or amended, if the amendment is made in writing and signed by both Parties. 
  7. Non-Exclusive. Nothing in this Memorandum is intended nor shall be construed as creating an exclusive arrangement between the Parties. This  Memorandum shall not restrict the Referred Party from selling its goods and services through other distribution channels.
  8. Assignment. The Parties shall have no right to assign any of its rights and obligations under this Memorandum without the prior written notice and consent of the other. Any assignment in violation of this provision shall be ineffectual as against the other Party. 
  9. Waivers. The failure or delay of a Party at any time to enforce any provision of this  Memorandum shall not be construed as a waiver or limitation of the other Party’s right to subsequently enforce and compel strict compliance with every provision of this  Memorandum.
  10. Notice. Any notice, demand, consent or other communication which is to be given under this Memorandum must be given to the address of the Parties above stated, unless otherwise notified by the other Party.
  11. Counterparts. This Memorandum may be executed in several counterparts that together shall constitute one and the same instrument.
  12. Electronic Signature. Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto attached or to any other instrument, memorandum or document related to this Memorandum, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature of a paper-based record keeping system to the fullest extent permitted by applicable laws, including the Philippine Electronic Commerce Act, and the parties hereby waive any objection to the contrary.
  13. Governing Law and Venue.  This Memorandum shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any legal action or proceedings arising out of or in connection with this  Memorandum shall be brought exclusively in the proper courts of Makati City.