This Referral Agreement determines the terms and conditions pursuant to which an entity may refer to TDSP Travels & Tours qualifying leads for the sale by TDSP Travels & Tours’ content immigration & international student recruitment as a service (“TDSP Services”) registration. The individual who registers a lead with TDSP Travels & Tours represents and warrants that he or she has the requisite authority to bind their company (“Referral Partner”) to this legally binding Referral Agreement, which is effective between the Referral Partner and TDSP Travels & Tours as of the date of such acceptance (“Effective Date”). In the event Referral Partner and TDSP Travels & Tours have executed or will execute a separate referral contract for the sale of TDSP Travels & Tours Services subscriptions, such executed contract shall supersede this Referral Agreement.

  1. General Description.

TDSP Travels & Tours agrees to pay the Referral Partner a referral fee for submitting qualifying leads which result in the sale of TDSP Trvaels & Tours Services registration to new customers in accordance with the terms set forth in this Agreement.

  1. Lead Registration and Acceptance.

2.1 Lead Registration.

To create a qualifying lead eligible for a referral fee, the Referral Partner must register leads with TDSP Travels & Tours in conjunction with the current lead process in place. At TDSP Travels & Tours’ request, the Referral Partner shall supply any additional information reasonably requested by TDSP Travels & Tours and/or assist TDSP Travels & Tours in making contact with the proposed lead by arranging an introduction, meeting, conference call or other means of communication with the proposed lead. Following receipt of approval by TDSP Travels & Tours, the Referral Partner will be introduced to a TDSP Travels & Tours Account Executive to engage with the prospect. Prospect must purchase and pay for an annual (or longer) TDSP Travels & Tours subscription within 90 days of the lead registration and approval or such longer period that may be authorized by TDSP Travels & Tours at its sole discretion and on a case-by-case basis.

2.2 Lead Acceptance.

Within a reasonable period of time following Referral Partner’s submission of a proposed lead, TDSP Travels & Tours shall review the proposed lead and provide the Referral Partner with a notification of its acceptance of the proposed lead as commissionable, or its rejection of the proposed lead. TDSP Travels & Tours will be under no obligation to accept any proposed lead submitted by the Referral Partner and may reject or decline to accept proposed leads for any commercially reasonable reason as determined by TDSP Travels & Tours, including that:

(i) the proposed lead was an existing customer of TDSP Travels & Tours at the time of submission of the proposed lead;

(ii) TDSP Travels & Tours was already involved in discussions relating to the sale of TDSP Travels & Tours to the proposed lead at the time of submission of the proposed lead;

(iii) the proposed lead has previously been submitted to TDSP Travels & Tours by the Referral Partner or by any other third party;

(iv) the proposed lead (i) does not meet TDSP Travels & Tours’ credit requirements, (ii) is on a list of restricted or prohibited parties issued by the government of Nigeria or any other jurisdiction, or (iii) is located in a country that is subject to a Nigeria trade embargo or that is deemed a terrorist supporting country by the Nigerian Government; or

(v) the proposed lead is located in an area in which TDSP Travels & Tours has an exclusive arrangement for the sale of TDSP Travels & Tours Services subscriptions or which TDSP Travels & Tours is otherwise prohibited by agreement or law from accepting.

  1. Referral Fee.

3.1 Fee.

TDSP Travels & Tours will pay the Referral Partner a referral fee equal to 50% of the registration fees collected by TDSP Travels & Tours from leads registered by Referral Partner which are approved in writing by TDSP Travels & Tours and closed by TDSP Travels & Tours within 90 days of date of approval (or for such longer period as may be authorized by TDSP Travels & Tours pursuant to Section 2.1 above).

  1. General. TDSP Travels & Tours will handle all TDSP Travels & Tours sales, provision, billing and collection activities. Referral Partner may not use TDSP Travels & Tours’ marketing materials or trademarks without prior written authorization in each case. The TDSP Travels & Tours will be provided to customers solely pursuant to a services agreement between TDSP Travels & Tours and its customers. TDSP TRAVELS & TOURS MAKES NO REPRESENTATIONS OR WARRANTIES TO REFERRAL PARTNER OR ITS LEADS, INCLUDING ANY EXPRESS OR IMPLED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. UBERFLIP WILL NOT BE LIABILE FOR ANY SPECIAL OR INCIDENTIAL DAMAGES THAT MAY ARISE UNDER THIS AGREEMENT AND IN NO EVENT WILL UBERFLIP’S LIABILITY EXCEED THE AMOUNT OF THE REFERRAL FEE FOR THE QUALIFYING TRANSACTION. If there is a dispute between the Referral Partner and TDSP Travels & Tours, it will be governed by Nigerian law. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties, notwithstanding its use of the term “partner.” If any provision of this Agreement is held by a court to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect its intentions, with all other provisions remaining in full force and effect. A party’s failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless agreed to by that party in writing. There are no third-party beneficiaries to this Agreement. Referral Partner may not assign any rights or obligations under this Agreement without TDSP Travels & Tours’ prior written consent.