Rightworks MSP Referral Program Agreement

RIGHTWORKS MSP REFERRAL PROGRAM AGREEMENT

This Rightworks MSP Referral Program Agreement (this “Agreement”), is made and entered into by and between Rightworks, LLC, a New Hampshire limited liability company with its principal office at 300 Innovative Way, Nashua NH 03062 (“Rightworks”) and the person or company (including company name and other information) (“MSP Referral Partner”) set out in the cover page of this Agreement and/or detailed in the MSP Referral Program Application Form submitted to Rightworks. The Agreement shall become binding upon the date of execution of this Agreement by both Parties (such date, the “Effective Date”). Rightworks and MSP Referral Partner are sometimes referred to as a “Party”, and together as the “Parties”.

BACKGROUND

A. Rightworks is engaged in the business of providing cloud solutions for accounting and tax firms and their end users, including the products and services listed on Exhibit A (collectively, the “Rightworks Products”).

B. MSP Referral Partner is engaged in providing certain managed IT services to businesses whose customers may desire QuickBooks or Tax software hosting solutions from Rightworks.

C. MSP Referral Partner desires to participate in the Rightworks MSP Referral Partner Program (the “Program”), by which MSP Referral Partner may promote, market and advertise the Rightworks Products to potential Rightworks customers (“Referrals”), primarily by reaching out to MSP Referral Partner’s customers, prospects, business contacts and using its own marketing channels, and if such Referrals meet certain requirements established by Rightworks, then Rightworks will pay MSP Referral Partner a revenue share for such Referrals, as described in more detail in this Agreement.

Based upon the promises and covenants contained herein, the fees to be paid hereunder, and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. General Obligations of the Parties.

1.1. Application to be a MSP Referral Partner. To participate in the Program, an applicant to be a MSP Referral Partner must (A) complete the online application for participation in the Program found on the Rightworks MSP Referral Program Page (“MSP Referral Program Page”) or any replacement application as provided by Rightworks, (B) be approved by Rightworks to become a MSP Referral Partner for the Rightworks Products, and (C) following approval of its application by Rightworks, enter into this Agreement as described in the Preamble above. Rightworks may accept or reject any application in its sole discretion.

1.2. Program Policies. The Program is governed by this Agreement and the Program’s policies and guidelines (collectively, the “Program Policies”) that Rightworks may publish from time to time, including, but not limited to, the MSP Partner Program Frequently Asked Questions (the “FAQ”). All of the Program Policies, including the FAQ, are available on the MSP Partner Program Page as well as the MSP Referral Program Portal (the “MSP Referral Partner Portal”). The Program Policies may be amended by Rightworks from time to time in its sole discretion. Any amendments and updates to the Program Policies will be posted on the MSP Referral Partner Portal.

1.3. Referrals by MSP. Once accepted into the Program, MSP Referral Partner may provide Referrals to Rightworks: (a) by completing and submitting an online referral lead form (“Referral Lead Form”) available on the MSP Referral Program Portal, (b) by giving MSP’s “Unique Referral Link” to a potential Referral, or (c) by providing a Referral Lead Form in a manner otherwise directed by Rightworks. MSP Referral Partner will receive its Unique Referral Link upon Rightworks’ acceptance of MSP’s application to the Program and its acceptance of this Agreement. Within ten (10) business days of receipt of a Referral in the manner described above, Rightworks will notify MSP Referral Partner whether the Referral is eligible to become a Qualified Referral, subject to the Referral’s purchase of a Rightworks Product and satisfaction of the remaining conditions set forth in Exhibit B. A member of Rightworks’ sales team will communicate with a Qualified Referral using the Referral’s contact information provided in the Referral Lead Form or through the Unique Referral Link (or via a warm introduction by MSP Referral Partner if requested), detailing the steps to be taken to purchase one or more of the Rightworks Products and become a Qualified Referral (defined in Section 2.1 below). A MSP Referral Partner may only promote and seek Referrals for those Rightworks Products defined in Exhibit A.

1.4. Purchase of Rightworks Products / Eligibility for Revenue Share. If a Referral purchases one of the Rightworks Products and such Referral meets the requirements to be a Qualified Referral (defined in Section 2.1 below), then Rightworks will pay to MSP Referral Partner the Revenue Share described in Section 2.2 below. Rightworks will track Referrals and determine if a Referral has met the standards to be a Qualified Referral through its sales processes and management of the Program. Rightworks shall be responsible for the sales process to all Referrals, subject to the Parties’ continued good-faith cooperation in promoting the sales process to Referral.

1.5. Pre-Approved MSP Marketing Kit. When communicating with prospective Referrals in writing (including by email or other digital media) or engaging in any written (including digital) marketing pertaining to the Program, MSP Referral Partner is permitted to use only the pre-approved MSP Referral Partner Marketing Kit provided by Rightworks. The materials in the MSP Referral Partner Marketing Kit must be used for all written and digital communications and messaging promoting Rightworks and Rightworks Products. MSP Referral Partner may not create or use its own marketing or promotional materials for Rightworks or Rightworks Products. Any alterations to the materials provided in the MSP Referral Partner Marketing Kit must be approved in writing in advance by Rightworks, which approval may or may not be granted in Rightworks’ sole discretion. MSP Referral Partner will undertake all activities pertaining to promoting and marketing the Rightworks Products and seeking Referrals in compliance with the terms of this Agreement.

1.6. Grant of Limited, Revocable, Non-Exclusive License to MSP Referral Partner. Subject to the other provisions of this Agreement, Rightworks hereby grants to MSP Referral Partner a limited, revocable, non-exclusive, non-transferable, non-sublicensable, personal right and license to use the trademarks and/or service marks used in the MSP Referral Partner Marketing Kit (the “Rightworks Marks”), solely in connection with the materials provided in the MSP Referral Partner Marketing Kit and for the limited purpose of performance of this Agreement. The duration of such grant shall not exceed the term of this Agreement or the effective dates of the Program. The license granted hereunder is subject to the following limitations and requirements:

(a) As between Rightworks and MSP Referral Partner, Rightworks has sole ownership of the Rightworks Marks worldwide, and all associated goodwill, and use of the Rightworks Marks will inure solely to the benefit of Rightworks. MSP Referral Partner will not jeopardize, challenge, contest the validity of, or take any action inconsistent with Rightworks’ rights or goodwill in the Rightworks Marks, including by the attempted registration of the Rightworks Marks (or any confusingly similar trademarks and/or service marks). MSP Referral Partner will not engage, participate or otherwise become involved in any activity that diminishes and/or tarnishes the image or reputation of the Rightworks Marks.

(b) This Agreement shall not be construed to transfer to MSP Referral Partner any trademark, trade secret, copyright, patent, or other rights of Rightworks. The license granted hereunder may be revoked at any time and for any reason. In addition, if Rightworks objects in writing to the use of any Rightworks Marks on the ground that (i) such use is contrary to the instructions and materials in the MSP Referral Partner Marketing Kit and/or other instructions of Rightworks; or (ii) such use is likely to cause harm to, or negatively reflect upon, Rightworks, as determined by Rightworks in its sole discretion, then MSP Referral Partner shall promptly correct, remedy or discontinue such use. Rightworks will have the sole right in its discretion to commence, prosecute, defend, and control any action concerning the Rightworks Marks. Upon the expiration or termination of this Agreement for any reason, MSP Referral Partner will cease using the Rightworks Marks and all other Rightworks content except as Rightworks may otherwise agree in writing, and promptly destroy or return all materials that contain or otherwise embody the Rightworks Marks.

1.7. Legal Agreements. As part of its participation in the Program and in acting as Rightworks’ MSP Referral Partner, MSP Referral Partner hereby agrees and consents to the terms of this Agreement, the Program Policies, and any other requests and rules set by Rightworks from time to time, in its reasonable discretion, in connection with MSP Referral Partner’s ongoing participation in the Program and promotion of the Rightworks Products to Referrals. In all its activities under this Agreement, and specifically such activities relating to MSP Referral Partner’s promotion of the Rightworks Products, MSP Referral Partner shall cooperate with Rightworks and act in good faith.

1.8. Prohibited Activities. MSP Referral Partner agrees not to associate the MSP Referral Partner Marketing Kit with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Rightworks’ sole discretion. MSP Referral Partner agrees not to send unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting the Rightworks Products, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.

1.9. Liabilities. MSP Referral Partner shall be solely responsible for its operations in acting under this Agreement.

1.10. Pricing. Rightworks shall determine the pricing for the Rightworks Products by Referrals in its sole discretion.

1.11. Territory. The Program shall be limited to the United States unless and until otherwise agreed by the Parties in writing.

1.12. Rights to Sell Additional Products. Nothing in this Agreement shall restrict, limit or otherwise impair Rightworks’ right to market, promote, offer, and sell any products, services or add-ons directly to any Referral, Qualified Referral or any customer of Rightworks, at any time, without notice to or consent of MSP Referral Partner and without any obligation to pay Revenue Share or other compensation to MSP Referral Partner in connection with such sales.

2. Qualified Referrals; Revenue Share.

2.1. Qualified Referrals. “Qualified Referrals” mean Referrals who meet certain requirements established by Rightworks, which may be amended from time to time in Rightworks’ sole discretion, and which requirements, at the execution of this Agreement, are listed on Exhibit B.

2.2. Revenue Share. Rightworks shall collect all fees paid by Referrals for the Rightworks Products directly from Referrals (“Subscription Fees”). Upon a Referral becoming a Qualified Referral, Rightworks shall pay to MSP Referral Partner a revenue share in arrears at the applicable rates listed on Exhibit C (“Revenue Share”) solely on the Subscription Fees attributable to the specific Rightworks Product(s) identified in Exhibit A that the Qualified Referral purchases within ninety (90) days of a referral. Such Revenue Share shall become payable and be paid to MSP Referral Partner in the timeframes set forth on Exhibit C.

2.3. Associated Charges. MSP Referral Partner shall be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Revenue Share, and MSP Referral Partner shall indemnify, defend and hold Rightworks harmless from and against any claims arising out or relating to all charges emanating from Rightworks’ payment of Revenue Share.

2.4. Overpayments; Offsets. Rightworks may deduct, offset, recoup, or withhold from any Revenue Share payable to MSP Referral Partner any Revenue Share previously paid to MSP Referral Partner in error or otherwise not earned or payable under this Agreement, including due to duplicate payments, calculation errors, referral attribution errors, fraud, or failure to satisfy the requirements for a Qualified Referral. If future Revenue Share is insufficient to cover such amounts, MSP Referral Partner shall repay the balance within thirty (30) days after Rightworks’ written request.

3. Term and Termination.

3.1. Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter (“Initial Term”), unless Rightworks rejects MSP Referral Partner’s application to participate in the Program.

3.2. Renewal Term. Following expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive terms of twelve (12) months (each, a “Renewal Term”), unless a Party gives written notice of termination to the other Party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.

3.3. Early Termination.

(a) For Cause. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days’ opportunity for the breaching Party to cure such breach.
(b) For Convenience. Rightworks may terminate this Agreement at any time by providing thirty (30) days’ prior written notice to MSP Referral Partner in the event that Rightworks discontinues the Program or ceases to offer any or all of the Rightworks products.
(c) Effect of Termination. From and following the date of termination of this Agreement MSP Referral Partner’s rights under this Agreement shall terminate, and MSP Referral Partner shall be entitled to receive revenue share earned or accrued with respect to Qualified Referrals in place as of the termination date through the first anniversary of the termination date, following which date the MSP Referral Partner shall not be entitled to receive any other payments under this Agreement. Notwithstanding the foregoing, if this Agreement is terminated due to material breach by MSP Referral Partner pursuant to Section 3.3(a), revenue share payments shall terminate immediately as of the termination date. The obligations set forth in Sections 1.2, 1.6, 1.7, 1.8, 2.3, 3.3, and 4 shall survive termination.

4. General.

4.1. Modification of Agreement. Rightworks may modify this Agreement from time to time at its discretion by posting a change on the MSP Referral Partner Portal or notifying MSP Referral Partner via email. If MSP Referral Partner objects to any such change, MSP Referral Partner may terminate this Agreement upon ten (10) days’ prior written notice to Rightworks. MSP Referral Partner’s continued participation in the Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.

4.2. Assignment. Rightworks may assign this Agreement at any time. MSP Referral Partner may not assign or transfer this Agreement without Rightworks’ prior written consent, such consent not to be unreasonably withheld.

4.3. Intellectual Property Rights. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in Rightworks Marks, the Rightworks Products and related content and technology (“Rightworks IP Rights”) are and will remain the exclusive property of Rightworks and its subsidiary or affiliated companies, if applicable. The license granted by Rightworks to MSP Referral Partner under Section 1.6 of this Agreement is granted solely under the terms of this Agreement and in furtherance of its objectives. MSP Referral Partner’s right to use the Rightworks Marks under the license is at the discretion of Rightworks and is subject to MSP Referral Partner’s compliance with the terms of this Agreement, the MSP Referral Partner Marketing Kit, the Program Policies, and all other documents, rules, and policies that are prepared by Rightworks as part of the Program, and with all applicable laws and regulations. MSP Referral Partner agrees to (a) not use any Rightworks IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or impairing any Rightworks IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any Rightworks IP Rights; (d) promptly notify Rightworks of any unauthorized use of any Rightworks IP Rights of which MSP Referral Partner has actual knowledge; and (e) always use the Rightworks Marks in compliance with this Agreement, the MSP Referral Partner Marketing Kit, and Program Policies.

4.4. No Waiver. Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.

4.5. Limited Warranty. Both Parties warrant that at all times during the Term they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement, MSP Referral Partner Marketing Kit, and Program Policies.

4.6. Disclaimer of Warranty. Other than Rightworks’ express warranty under the previous subsection 4.5, Rightworks makes no other warranty, express or implied, of any kind and Rightworks expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title, and/or non-infringement of the subject matter of this Agreement.

4.7. LIMITATION OF LIABILITY. NEITHER RIGHTWORKS NOR ANY OFFICER, EMPLOYEE, DIRECTOR OR ANY OTHER REPRESENTATIVE OF RIGHTWORKS SHALL BE LIABLE TOWARDS MSP REFERRAL PARTNER OR TOWARDS ANY THIRD PARTY, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS TERMINATION, IN CONTRACT, PRE-CONTRACT, TORT OR OTHERWISE FOR (A) ANY ECONOMIC LOSS (INCLUDING LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS) OR (B) ANY LOSS OF GOODWILL OR REPUTATION. SUCH LOSSES INCLUDE, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT, INCIDENTAL, STATUTORY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES AS WELL AS ANY LOSSES OR DAMAGES CAUSED BY INTERRUPTION OF OPERATIONS. NOTWITHSTANDING ANY OTHER CIRCUMSTANCES OR UNDERSTANDINGS SURROUNDING ANY RELATIONS AMONG THE PARTIES, RIGHTWORKS’ ENTIRE LIABILITY TO MSP REFERRAL PARTNER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF REVENUE SHARE PAID TO MSP REFERRAL PARTNER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR ANY AND ALL CLAIMS FOR DAMAGES OF ANY KIND MADE BY MSP REFERRAL PARTNER UNDER THIS AGREEMENT, AND BY ENTERING THIS AGREEMENT MSP REFERRAL PARTNER RECOGNIZES THE LIMITATIONS HEREIN ON RIGHTWORKS’ LIABILITY.

4.8. Independent Contractors. The Parties herein act on their own behalf as independent contractors. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, partner, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and MSP Referral Partner is expressly precluded from acting on Rightworks’ behalf. MSP Referral Partner’s use of the MSP Referral Partner Marketing Kit (and the Rightworks Marks contained therein) in accordance with this Agreement, other content presented by MSP Referral Partner, or contact among MSP Referral Partner and third parties shall not misrepresent the relations described herein. Nothing contained in this Agreement shall be deemed to prohibit or in any way restrict either Party’s right to research and develop its own products or services so long as such activities do not infringe or misappropriate the other Party’s confidential information. Neither Party shall be prohibited from competing against the other Party, nor engaging in any business (or entering into any business relationship) that is competitive with the business of the other. This Agreement is nonexclusive.

4.9. Indemnification. MSP Referral Partner will indemnify, defend and hold Rightworks and its subsidiaries, affiliates, officers and employees (the “Rightworks Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the Rightworks Indemnified Parties arising from any of the following: (a) a breach of the Agreement by MSP Referral Partner; (b) the negligence, gross negligence or willful misconduct of MSP Referral Partner or its employees, agents or contractors; or (c) a failure by MSP Referral Partner or its employees, agents, contractors or invitees to comply with the laws and regulations referenced hereinbefore.

4.10. Confidential Information. Each of the Parties guarantees that all information of a confidential nature received from the other Party before, during and after the conclusion of the Agreement shall remain confidential. Information shall in any event be considered confidential if related to pricing, discounts, Referrals’ information or if designated as confidential by either of the Parties. Notwithstanding the foregoing, “Confidential Information” shall not include information that: (a) is or becomes publicly available though not fault of the receiving Party; (b) was already known to the receiving Party without restriction prior to disclosure; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or (d) is disclosed pursuant to a requirement of law, regulation or court order. The obligations of confidentiality under this Section 4.10 shall survive termination of this Agreement for a period of 2 years.

4.11. Force Majeure. A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by Rightworks’ suppliers or defects in objects, materials or software of third parties. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this agreement upon written notice to the other Party.

4.12. Entire Agreement; Severability. This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

4.13. Non-Disparagement. During and after the Term, each Party expressly undertakes not to do anything that might reasonably be expected to damage or adversely affect the business, interests or reputation of the other Party and will not make, publish or allow to be made or published any disparaging remarks concerning the other Party, its agents, employees, and representatives, or the other Party’s products or services. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about a Party or any its officers, directors, or employees, or its products or services. The Parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in the Parties refusing to enter into this Agreement.

4.14. No Third-Party Beneficiaries. It is not the intention of the Parties to confer, and the Agreement shall not be construed as to confer, any right or benefit upon any person or entity other than the Parties and their successors and hereto permitted assigns; and no such other person entity shall have any rights or remedies against either of the Parties under or by virtue of this Agreement.

4.15. Parties’ Expenses. The Parties shall each carry and pay all their respective costs, charges and expenses incurred by it in the performance of this Agreement, except as otherwise may be agreed-upon by the Parties in writing in advance.

4.16. Notices. All notices relating to this Agreement shall be delivered via email (with return receipt) to legal@rightworks.com or by certified mail to Rightworks, LLC, 300 Innovative Way, Nashua NH, 03062, and to MSP Referral Partner at the address provided on the cover sheet or the MSP Referral Program Application Form.

4.17. Governing Law; Jurisdiction; Dispute Resolution. This Agreement shall be governed by the laws of the State of New Hampshire, U.S.A, without giving effect to any principles of conflicts of law. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in the Hillsborough County, New Hampshire, and the Parties agree not to raise, and hereby waive, any objections or defenses based upon venue or forum non conveniens. Prior to initiating any legal action arising under or relating to this Agreement, a Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice.

Exhibit A

Rightworks Products

Rightworks QuickBooks, Cloud Hosting, Tax Hosting and Cloud Premier

The following products apply to MSP’s who are admitted to the Program as MSP Referral Partners for Rightworks Cloud Hosting:

• Rightworks Cloud Premier
• Rightworks Tax Hosting
• Rightworks QuickBooks Hosting
• Rightworks Cloud Hosting
• Rightworks Cloud Hosting Pro

Exhibit B

Qualified Referrals

For a Referral to be a Qualified Referral for a Rightworks Product, the following conditions must be satisfied:

(a) The Referral was referred by MSP Referral Partner to Rightworks and completed the sign-up procedure in accordance with the procedures described in Section 1.3;

(b) As of the date of referral by MSP Referral Partner, the Referral has not been a Rightworks customer, an active sales prospect, or the subject of a referral by another source within the twelve (12) month period immediately preceding the date of referral, as determined by Rightworks in its sole discretion;

(c) Following MSP Referral Partner’s referral, the Referral has purchased one (1) or more of the Rightworks Products identified in Exhibit A;

(d) The Referral has not been rejected by Rightworks in its sole discretion, and

(e) The Referral has completed and paid in full for two (2) thirty (30) day billing cycles for the Rightworks Products.

 

Exhibit C

Revenue Share

Rightworks may amend this Exhibit C, including amending the levels and formulas for calculating the Revenue Share, the Revenue Share amounts, and any of the conditions and requirements for paying the Revenue Share set forth on this Exhibit C at any time in its sole discretion. Any such amendment shall be subject to the notice and objection of provisions of Section 4.1 of this Agreement.

For each Qualified Referral, MSP Referral Partner will be eligible to receive the following Revenue Share once the Qualified Referral has met all of the conditions set forth in Exhibit B above. Rightworks will calculate the Revenue Share owed to each MSP Referral Partner at the end of each calendar month and will pay the applicable Revenue Share to MSP Referral Partner within sixty (60) days following the end of each calendar quarter.

Rightworks Cloud Premier, Tax Hosting and Cloud Hosting will be tracked and paid separately as follows:

Rightworks Cloud Premier and Tax Hosting paid at 10% of MRR*

Rightworks QuickBooks Hosting, Cloud Hosting and Cloud Hosting Pro:

 

*MRR means Monthly Recurring Revenue. Monthly Recurring Revenue means net recurring subscription revenue actually received by Rightworks from the MSP Referral Partner’s Qualified Referrals for the Rightworks Products listed in Exhibit A during the applicable calendar month, excluding: (a) any applicable taxes; (b) one-time fees, including setup, implementation, migration or professional services fees; (c) refunds, credits or billing adjustments; and (d) amounts subject to bona fide dispute between Rightworks and the Qualified Referral.

To be included in the monthly calculation of Revenue Share, a Qualified Referral of the MSP Referral Partner must remain an active Rightworks customer. Revenue Share rates are applied on an incremental basis according to the tier thresholds above. MSP Referral Partner’s Qualified Referral seats that fall within a given tier’s seat range are paid at that tier’s Revenue Share rate only. Seats within a lower tier’s range continue to be paid at that lower tier’s rate, even after MSP Referral Partner’s total active seat volume qualifies for a higher tier. For example, an MSP Referral Partner with 30 active Qualified Referral seats would receive 10% of MRR on the first 20 seats (Tier 1) and 15% of MRR on seats 21 through 30 (Tier 2).

Revenue Share on a given Qualified Referral seat shall continue for so long as (a) this Agreement remains in effect, (b) the Qualified Referral remains an active Rightworks customer in good standing, and (c) MSP Referral Partner satisfies the applicable Tier maintenance requirements below. Upon termination of this Agreement, Revenue Share may be subject to the 1-year wind-down period set forth in Section 3.3(c), subject to the terms of this Agreement.