This Referral Partner Agreement (the “Agreement”) is a legal agreement between you (“Partner”) and TallyGraphs, with offices at 807- Anna Salai, Chennai, India 600002, herein being collectively referred to as the “Parties.”  BY SUBMITTING A FORM ON THE “Partner Program” PAGE, YOU AGREE TO AND ARE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. THIS AGREEMENT INCLUDES THE TERMS AND CONDITIONS BELOW AND ANY DOCUMENTS OR MATERIALS REFERENCED HEREIN. This Agreement shall be effective as of the date of such form submission(“Effective Date”).

1. Purpose

Referral Partner may submit leads of potential new customers (each a “Prospective End Customer”) to TallyGraphs for the purpose of assisting TallyGraphs to win new business. For the sake of clarity, any use of the term “partner” in this Agreement or in connection with the relationship created by this Agreement shall in no way imply that the Parties are engaged in a joint venture or that either Party otherwise has any ownership interest in, or common enterprise with, the other Party.

2.Qualification Process

Referral Partner shall submit leads to TallyGraphs for each Prospective End Customer through the online form on the “Refer a Client” webpage. Referral Partner shall complete all required fields as specified on such online form. TallyGraphs shall notify Referral Partner, via email, if a lead has been “paid”. TallyGraphs may reject any lead for any reason at its sole discretion. In order for Referral Partner to receive a referral commission (a “Referral Fee”), TallyGraphs and Prospective End Customer must enter into a valid and binding subscription agreement within one hundred eighty (180) days of TallyGraphs’s email notification to Referral Partner of its acceptance of the Prospective End Customer lead.

3.Referral Fees and Payment

TallyGraphs shall pay the referral fees to Referral Partner for all “Subscription Fee Revenue” received by TallyGraphs for the Product Offerings

“Subscription Fee Revenue” shall mean the fees paid to TallyGraphs by Prospective End Customer for the first twelve (12) months of Prospective End Customer’s subscription to TallyGraphs’s Product Offerings, minus any Incidental Expenses. “Incidental Expenses” shall mean (a) costs attributable to sales, use, value-added, excise and other taxes, customs duties and other governmental charges; and (b) returns or credits. For the avoidance of doubt, the Parties understand and agree that Subscription Fee Revenue shall exclude professional services, training services or consulting services fees. The Referral Fee is payable no later than thirty (30) days after the date on which TallyGraphs receives payment from the Prospective End Customer in connection with the Consummated Transaction.  Referral Partner shall be responsible for all taxes, duties, VAT charges and similar taxes and fees which are levied or imposed by reason of Referral Fees paid to Referral Partner, including but not limited to taxes on Referral Partner’s income.

4.Unauthorized Representations; No Authority

Referral Partner shall refrain from making any representations, warranties or guarantees to Prospective End Customers or to the trade with respect to the specifications, features or capabilities of TallyGraphs product offerings that are deceptive, misleading or otherwise inconsistent with the literature distributed by TallyGraphs or its suppliers with respect thereto.  Referral Partner is not the agent of TallyGraphs and has no authority to execute contracts on TallyGraphs behalf. Referral Partner agrees to take all commercially reasonable steps to preserve and protect the goodwill and reputation of TallyGraphs.  Referral Partner shall not engage in any conduct which may damage TallyGraphs reputation. This Agreement is non-exclusive. The Parties understand and agree that TallyGraphs has the right to solicit Prospective End Customers directly and to appoint any number of additional representatives or agents to provide leads to TallyGraphs.

5. Representations and Warranties; Disclaimer

Each Party represents and warrants that in its performance of any obligations or services contemplated under this Agreement that such Party shall comply with all applicable laws, rules and regulations. OTHER THAN THE FOREGOING, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY OR TO ANY PERSON OR ENTITY WITH RESPECT TO THE OTHER PARTY’S PRODUCT OFFERING OR OTHERWISE, AND EACH PARTY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, TITLE, NON-INFRINGEMENT, AND QUALITY OF SERVICE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TallyGraphs EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, FUNCTIONALITY, OR ANY OTHER ASPECT OF THE TallyGraphs PRODUCT OFFERING THAT TallyGraphs DEVELOPS OR PROVIDES HEREUNDER.

6. Term and Termination

The term of this Agreement shall begin on the Effective Date and shall continue until terminated in accordance with the terms of this Section 6.  Either Party may terminate this Agreement for its convenience at any time by providing the other Party with fourteen (14) days advance written notice of termination.  Sections 2, 3, 6 and 7 shall survive the termination of this Agreement.  Any referrals received and accepted by TallyGraphs prior to the effective date of termination shall be honored and payment made pursuant to the terms of this Agreement.

7.General Provisions

The Parties are independent contractors. Referral Partner shall not have, and shall not represent that it has any authority to assume or create any obligation, expressed or implied, on behalf of TallyGraphs.  This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. This Agreement was entered into in Chennai, India and will be governed by and construed in accordance with the laws of the State of Tamilnadu.