Legal

DARTASTIC REFERRAL PARTNER AGREEMENT

This Dartastic Referral Partner Agreement (the "Agreement") is entered into as of the date the Referral Partner signs it (the "Effective Date") between:

  • Mindful Software, LLC, a Wyoming limited liability company doing business as Dartastic.io, 30 N Gould St, Ste R, Sheridan, WY 82801 ("Dartastic", "we", "us"); and
  • the person or company identified in the signature block below (the "Referral Partner", "you").

The Dartastic Referral Partner Program (the "Program") rewards developers, consultants, agencies and technical advisors who have genuine relationships with clients and who introduce those clients to Dartastic. The Referral Partner keeps all revenue from its own services. Dartastic pays the Referral Partner a recurring commission, for the lifetime of each referred paying customer, on the money Dartastic actually collects from that customer.

  1. DEFINITIONS

(a) "Client" means a company or other organization with which the Referral Partner has a genuine existing relationship (a current or recent client) or a demonstrably active opportunity, as described in a Registration. (b) "Registration" means a request the Referral Partner submits through dartastic.io/referral-partners/clients (or another method Dartastic designates) to register a Client under Section 4. An "Approved Registration" is one Dartastic has approved in writing (email or the Partners tab in the Control Room is sufficient). (c) "Referred Customer" means a Client named in an Approved Registration that, during the Protection Period, becomes a paying customer of Dartastic for any Eligible Product. A Referred Customer includes its Related Entities as provided in Section 5(d). (d) "Related Entity" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Referred Customer, where "control" means ownership of more than 50% of the voting interests or the power to direct management. (e) "Eligible Products" means every product and service Dartastic sells, now or in the future, other than Excluded Services. Eligible Products include, without limitation: Dartastic Native OpenTelemetry licenses (including additional licenses); Observatory plans in every deployment (Cloud, Hosted and Self-hosted); real user monitoring (RUM) and session replay; storage and ingest; Symbolizer; Dartastic Training and Dartastic Consulting engagements; and paid Dartastic Pub plans, together with renewals, upgrades, usage, overages and expansions of any of them. (f) "Excluded Services" means support services, being services performed by people rather than by software, meaning Dartastic's support plans (Business, Priority and Premier support) and nothing else. Excluded Services are never commissionable. Dartastic Training and Dartastic Consulting are Eligible Products. (g) "Net Collected Revenue" means the amounts Dartastic actually receives from a Referred Customer for Eligible Products, net of: discounts and credits; refunds; chargebacks and payment reversals; and sales, use, value-added, goods and services and similar taxes, and any tax withheld from the payment. Payment processing fees are not deducted. Amounts invoiced but not received are not Net Collected Revenue. (h) "Commission" means the amount payable under Section 5. (i) "Protection Period" has the meaning in Section 4(d). (j) "Settlement Period" has the meaning in Section 6(b). (k) "Marks" means "Dartastic", "Dartastic Pro", the Dartastic logo and the other names and logos identified in the Dartastic Trademark & Brand Policy.

  1. APPOINTMENT; NO EXCLUSIVE TERRITORIES; EXCLUSIVE CLIENTS; NO FEES

(a) Appointment. Dartastic appoints the Referral Partner, and the Referral Partner accepts appointment, as a non-exclusive referral partner under this Agreement. (b) No exclusive territories; exclusive Clients. No territory, market, industry or customer segment is exclusive to the Referral Partner. Dartastic may appoint other referral partners anywhere and may sell directly to anyone, subject to the Referral Partner's rights in this Agreement. The Referral Partner may work with any other vendor, including Dartastic's competitors. A Client, however, is exclusive to the referral partner or referral partners whose Registrations of it are approved, for as long as those Registrations are protected under Section 4(d). During that time Dartastic will not attribute the Client to anyone outside that set. A large Client may genuinely work with more than one referral partner; Sections 4(g) and 4(h) govern how Dartastic resolves those cases. (c) No fees. The Referral Partner pays Dartastic no fee of any kind to join or remain in the Program. Dartastic pays the Referral Partner no fee other than Commission. Each party bears its own costs and expenses. (d) Referral Partner's own services. The Referral Partner keeps 100% of the revenue from its own consulting, implementation, integration, training and support services. Dartastic claims no share of it.

  1. THE REFERRAL PARTNER'S ROLE

(a) What the Referral Partner does. The Referral Partner registers Clients under Section 4 and, where it fits the Client's needs, introduces Dartastic to them. Dartastic sells, contracts with and invoices every Referred Customer directly, on Dartastic's own customer terms. (b) Customer choice. Every Client and Referred Customer is free to decide whether to buy from Dartastic, which products to buy, whether to keep working with the Referral Partner, and whether to deal with Dartastic directly. A Registration protects the Referral Partner's attribution of a Client for Commission purposes. It does not give the Referral Partner ownership or control of the Client, and the Client's change of consultant or choice to deal with Dartastic directly does not end Commission the Referral Partner has earned the right to under Section 5. (c) Professional conduct. The Referral Partner will represent Dartastic honestly and professionally and will not engage in harassment, abuse, spam or bulk unsolicited messaging in connection with Dartastic. (d) No representations beyond published materials. The Referral Partner will describe Dartastic's products, prices and terms only as stated in Dartastic's then-current published materials (including dartastic.io, its documentation and its pricing page) or as Dartastic authorizes in writing. The Referral Partner will make no promise, warranty, guarantee or commitment about features, roadmap, pricing, discounts, service levels, security, compliance or data handling on Dartastic's behalf. (e) Disclosure to Clients. The Referral Partner will disclose to a Client that it may receive Commission from Dartastic wherever applicable law, a professional rule, or the Referral Partner's contract with that Client requires it.

  1. PROTECTED CLIENT REGISTRATION

(a) What may be registered. The Referral Partner may register a Client it actually serves (a current or recent client) or a demonstrably active opportunity, and may limit the Registration to a business unit, team or application. The Referral Partner will briefly and truthfully describe its relationship with the Client. The Referral Partner is never required to share its confidential client contracts or rates. (b) What may not be registered. Dartastic will reject: (i) speculative lists, such as companies merely known to use Flutter or Dart; (ii) organizations that are already Dartastic customers; and (iii) organizations with which Dartastic has had documented contact about purchasing Dartastic within the 6 months before the Registration. (c) Review. Dartastic will review each Registration in good faith, check it against earlier valid Registrations and Dartastic's own pipeline, and either approve it or explain the conflict to the Referral Partner. Dartastic will not disclose to the Referral Partner any other referral partner's confidential client information in that explanation. (d) Protection Period. An Approved Registration protects the Referral Partner's attribution of the Client for 12 months from approval (the "Protection Period"). The Protection Period can be extended past the 12 months on the Referral Partner's request. (e) Cap. The Referral Partner may have up to five open Registrations (pending or approved but not yet converted) at a time. Dartastic will raise the cap on request for consultancies with larger client portfolios. Referred Customers do not count toward the cap. (f) Conflicts; first valid approved Registration. If more than one referral partner registers the same Client, the first valid, approved Registration has priority, not the first submitted. An Approved Registration also takes priority over any later claim, by any means, to attribution of the same Client. This does not prevent Dartastic from approving more than one Registration of the same Client under Section 4(h). (g) Separate units. Genuinely independent buying entities, business units or projects of one organization may be registered separately by different referral partners. One revenue stream is never paid twice. (h) Shared Clients; one pool. Where two or more referral partners genuinely serve the same Client, Dartastic may approve each of their Registrations, and the Client is then exclusive to that set of referral partners under Section 2(b). Dartastic will resolve each such overlap case by case, reviewing each referral partner's contribution and scope. The referral partners may share a single Commission pool at the applicable rate (for example, 10% and 10% of a 20% pool). Dartastic will never pay more than one pool on the same Net Collected Revenue and will not impose a split without first reviewing the facts and giving each affected referral partner its reasons. (i) Confidentiality of Registrations. Dartastic treats every Registration and the Referral Partner's client information as the Referral Partner's Confidential Information under Section 10. Dartastic will never publish it or share it with other referral partners.

  1. COMMISSION

(a) Rates. Dartastic will pay the Referral Partner Commission on Net Collected Revenue from each Referred Customer at the rates in Schedule A: 20%, except 10% on Hosted Observatory Mini. When a Hosted Observatory Mini customer moves to any other Eligible Product, the 20% rate applies to Net Collected Revenue from that product. (b) Lifetime of the customer. Commission is recurring. It continues for as long as the Referred Customer (including its Related Entities) pays Dartastic for Eligible Products, with no fixed expiration, and covers all later Eligible Products, upgrades, renewals, usage and expansions bought by the Referred Customer, not only those named in the Registration. (c) Earned only on cash collected. Commission is earned only on Net Collected Revenue. When a Referred Customer's payments stop, or a payment is not made, no Commission accrues on the unpaid amount. Free trials, free plans and invoices that are never paid earn no Commission. (d) Related Entities. Purchases of Eligible Products by a Related Entity of a Referred Customer are Net Collected Revenue of that Referred Customer, unless that Related Entity was itself validly attributed to another referral partner under Section 4(g) before its first purchase. (e) No double payment. No Net Collected Revenue earns more than one Commission pool. (f) Invalid transactions. Fraudulent or otherwise invalid transactions are never Net Collected Revenue and earn no Commission. This includes purchases made with stolen or unauthorized payment methods, fictitious customers, and purchases by the Referral Partner itself or its owners, employees or relatives designed to earn Commission. (g) Commission is never forfeited. Subject to Section 6(j), Commission earned under this Section is never forfeited, including on termination of this Agreement for any reason. Section 13(d) governs Commission after termination.

  1. SETTLEMENT AND PAYMENT

(a) Statements. Dartastic will make available to the Referral Partner a monthly statement showing, for each Referred Customer, the Net Collected Revenue received, the Commission accrued, the Commission that has become payable and the payable balance. (b) Settlement Period (net 60). Commission on each payment becomes payable 60 days after Dartastic receives that payment (the "Settlement Period"), so that nothing is paid on money that may still be refunded or charged back. If any part of the payment is refunded, reversed or charged back during the Settlement Period, Commission on that part is not earned. (c) Paid Commission is final. Because Commission is paid only after the Settlement Period, a payment is rarely reversed after its Commission has been paid. If one is (for example, a card chargeback that arrives after the Settlement Period), Dartastic bears that loss. Dartastic will not ask the Referral Partner to repay that Commission or deduct it from later Commission, unless the Referral Partner committed, or knowingly took part in, fraud on that transaction. (d) Payout schedule and minimum. Dartastic pays the payable balance once a month when it reaches US $100 or more. A smaller balance rolls forward and, subject to Section 6(j), is never forfeited. (e) Currency. Commission is calculated and paid in U.S. dollars. (f) Method; transfer fees. Dartastic pays the fees its own bank or payment provider charges to send each payout and, because it does, chooses the payout method, which may be Wise, bank transfer (including international transfer to an IBAN), US ACH, PayPal, a mobile wallet or another method. Dartastic is not responsible for fees charged by the Referral Partner's own bank, payment provider or wallet to receive a payout (for example, a fee for an incoming international transfer), or for any currency conversion the Referral Partner's own institution applies. (g) Payout account. The Referral Partner will provide payout details for an account held in the Referral Partner's own name (or, where the Referral Partner is a company, in that company's name). Dartastic will not pay to a third party's account. (h) Tax forms before the first payout. Before the first payout, the Referral Partner will provide a completed IRS Form W-9 (U.S. persons) or Form W-8BEN or W-8BEN-E (non-U.S. persons), and will update it when its information changes. Until a valid form and payout account are on file, payable Commission is held for the Referral Partner and, subject to Section 6(j), is not forfeited. (i) Questions about a statement. The Referral Partner may question any statement by writing to legal@dartastic.io. Dartastic will review in good faith and provide reasonable supporting detail of the calculation. (j) Unclaimed amounts. If Dartastic cannot pay a payable balance because the Referral Partner has not provided a valid tax form or payout account under Sections 6(g) and 6(h), or because a payout is returned or rejected, Dartastic will hold the balance for the Referral Partner and make reasonable attempts to reach the Referral Partner at its notice email under Section 17(b). If the balance is still unclaimed 12 months after Dartastic's first such notice, it lapses and is no longer payable, to the extent applicable law (including unclaimed property law) allows. Where that law instead requires Dartastic to report or remit the amount to a government authority, Dartastic will do so.

  1. TAXES

(a) The Referral Partner is solely responsible for its own taxes on Commission, including income, self-employment and social taxes, and for any registration and filing they require. (b) Dartastic may withhold tax from Commission only where law requires it, and will provide the Referral Partner with the related information returns (for example, Form 1099-NEC or 1042-S) as law requires. (c) Indirect taxes. Commission includes any value-added, goods and services, sales or similar tax that applies to it. If the Referral Partner is registered for such a tax and the law requires it to invoice Dartastic for Commission, the Referral Partner will provide a valid invoice before the related payout. Until it does, payable Commission is held for the Referral Partner and, subject to Section 6(j), is not forfeited.

  1. TRADEMARKS

(a) License. During the term of this Agreement, Dartastic grants the Referral Partner a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license to use the Marks solely to identify itself as a Dartastic referral partner and to refer to Dartastic's products in promoting them under this Agreement, in accordance with the Dartastic Trademark & Brand Policy and any brand guidelines Dartastic publishes. (b) Restrictions. The Referral Partner will not: alter the Marks; use them in its own company, product or domain name or social-media handle; register any confusingly similar mark, name or domain; or use the Marks in a way that implies the Referral Partner is Dartastic or speaks for it. (c) Ownership. All use of the Marks benefits Dartastic. Dartastic owns its Marks, products and materials, and nothing in this Agreement transfers any ownership to the Referral Partner. The Referral Partner owns its own marks and materials. (d) End of license. On termination the license ends, and the Referral Partner will stop holding itself out as a Dartastic referral partner within 30 days.

  1. INDEPENDENT CONTRACTORS; NO AUTHORITY

The parties are independent contractors. This Agreement creates no partnership, joint venture, franchise, agency, fiduciary or employment relationship. The Referral Partner has no authority to bind Dartastic, to accept orders, to sign contracts, or to make any promise on Dartastic's behalf, and will not hold itself out as having that authority. The Referral Partner controls the manner, means and hours of its own work.

  1. CONFIDENTIALITY

(a) Definition. "Confidential Information" means non-public information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential, including the Referral Partner's client information and Registrations, and Dartastic's unreleased products, roadmap, non-public pricing and customer information. (b) Obligations. Each party will use the other's Confidential Information only to perform this Agreement, will not disclose it except to its personnel and advisors who need it and are bound by duties of confidentiality at least as protective, and will protect it with at least reasonable care. (c) Exceptions. Confidential Information does not include information that is or becomes public without breach, was already known to the recipient, is independently developed, or is rightfully received from a third party without restriction. A party may disclose Confidential Information where law or court order requires it, after giving the other party prompt notice where lawful. (d) Duration. These obligations last for 5 years after termination of this Agreement, and indefinitely for trade secrets and for the Referral Partner's client information.

  1. DATA PROTECTION

(a) No customer data to the Referral Partner. Dartastic does not give the Referral Partner any personal data or customer data of Dartastic's customers, other than the information the Referral Partner already has about its own Clients and the commission statements described in Section 6(a). (b) Referral Partner's own data. The Referral Partner is solely responsible, as an independent controller, for the personal data it collects and uses about its own Clients and contacts, and for complying with applicable data protection and electronic-marketing laws when it does. (c) Registration data. Dartastic processes the information in Registrations and the Referral Partner's own personal data only to run the Program, in accordance with Dartastic's Privacy Policy. The Referral Partner will include in a Registration only business contact information it is entitled to share.

  1. COMPLIANCE

(a) Laws. Each party will comply with all laws that apply to its activities under this Agreement, including consumer protection, advertising, anti-spam and electronic-marketing laws. (b) Anti-bribery. The Referral Partner will not, directly or indirectly, offer, pay, promise or authorize any payment or thing of value to any government official, or to any employee or agent of a Client or prospective customer, to improperly influence a purchasing decision or obtain any improper advantage, and will comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010 and other applicable anti-corruption laws. The Referral Partner will not share its Commission with any employee or agent of a Client or Referred Customer. (c) Sanctions and export controls. The Referral Partner represents that neither it nor its owners are the subject of U.S., UN, EU or UK sanctions or located in a comprehensively sanctioned territory, and will comply with applicable sanctions and export control laws. Dartastic will not make a payment that applicable sanctions law prohibits; any such amount is held as required by law and is not forfeited by reason of this Agreement.

  1. TERM AND TERMINATION

(a) Term. This Agreement starts on the Effective Date and continues until terminated under this Section. (b) For convenience. Either party may terminate this Agreement at any time for any reason on 30 days' written notice. (c) For cause. Dartastic may terminate this Agreement, or suspend the Referral Partner's ability to submit Registrations and represent Dartastic, immediately on written notice for harassment, abusive conduct, fraud, conduct that causes or is likely to cause reputational harm to Dartastic, or a material breach of this Agreement. Either party may terminate on written notice for the other's material breach that is not cured within 30 days after notice describing it. (d) Commission survives termination. On termination for any reason, including termination for misconduct, Dartastic will continue to pay Commission under Sections 5 and 6 on Net Collected Revenue from every Referred Customer for the lifetime of that customer, as if this Agreement had continued. Subject to Section 6(j), unpaid earned Commission is never forfeited. Fraudulent or invalid transactions never qualify, before or after termination. (e) Pending Registrations. On termination, pending Registrations lapse and are not reviewed. (f) Survival. Sections 1, 4(i), 5, 6, 7, 8(c), 8(d), 9, 10, 11, 12(b), 13(d), 13(f) and 15 through 17 survive termination.

  1. CHANGES TO THE PROGRAM

Dartastic may change the Program, including the Schedules, on at least 30 days' written notice to the Referral Partner. No change may reduce the Commission rate on, shorten the duration of, or otherwise reduce the Commission payable on, any Referred Customer that was a Referred Customer (or the subject of an Approved Registration within its Protection Period) before the change takes effect. If the Referral Partner does not accept a change, it may terminate under Section 13(b), and Section 13(d) applies.

  1. LIMITATION OF LIABILITY; INDEMNITY

(a) Exclusion of indirect damages. Except for a party's indemnity obligations, breach of Section 10, or fraud, neither party is liable to the other for any indirect, incidental, consequential, special or punitive damages, or for lost profits, revenue or goodwill, arising out of or related to this Agreement, even if advised of the possibility. (b) Cap. Except for the same exclusions, each party's total liability arising out of or related to this Agreement is limited to the greater of (i) the Commission paid or payable to the Referral Partner in the 12 months before the event giving rise to the liability, or (ii) US $1,000. (c) Commission is not damages. Nothing in this Section limits Dartastic's obligation to pay Commission earned under Sections 5 and 6, which is a debt and not a claim for damages. (d) By the Referral Partner. The Referral Partner will defend, indemnify and hold harmless Dartastic and its members, officers and agents from any third-party claim, and resulting loss, arising from the Referral Partner's breach of Sections 3(c), 3(d), 8, 11 or 12, or from any representation, promise or service the Referral Partner makes or provides to a Client. (e) By Dartastic. Dartastic will defend, indemnify and hold harmless the Referral Partner from any third-party claim that the Referral Partner's use of the Marks, as permitted by Section 8, infringes that third party's trademark rights. (f) Procedure. The indemnified party will give prompt notice of the claim, allow the indemnifying party to control its defense and settlement (but no settlement may impose an obligation or admission on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense. (g) Disclaimer. Dartastic's products are provided to customers under Dartastic's customer terms. Dartastic makes no warranty to the Referral Partner about them, and the Program is provided "as is".

  1. GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the State of Wyoming, without regard to conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties will first try to resolve any dispute by good-faith negotiation for 30 days after written notice. Any dispute not so resolved will be brought exclusively in the state or federal courts located in or serving Sheridan County, Wyoming, and each party consents to their jurisdiction.

  1. GENERAL

(a) Assignment. The Referral Partner may not assign this Agreement without Dartastic's written consent, except that the Referral Partner may assign its right to receive Commission on existing Referred Customers to a successor to all or substantially all of its business. Dartastic may assign this Agreement to an entity under common control with Dartastic or to a successor to its business, and this Agreement, including its Commission obligations, binds Dartastic's successors and assigns. (b) Notices. Notices to Dartastic go to legal@dartastic.io. Notices to the Referral Partner go to the email address in its referral partner account. Notices are effective when sent, unless the sender receives notice of non-delivery. Sales questions may go to sales@dartastic.io. (c) Entire agreement. This Agreement, including its Schedules, is the entire agreement between the parties about the Program and supersedes all prior proposals, pitches and discussions about it. (d) Order of precedence. If this Agreement conflicts with a Schedule or any program page, this Agreement controls, except that a Schedule controls for the rates it sets. (e) Severability; waiver. If any provision is unenforceable, it is enforced to the maximum extent permitted and the rest remains in effect. A failure to enforce a provision is not a waiver. (f) Language. This Agreement is made in English, and English controls over any translation. (g) Counterparts; electronic signature. This Agreement may be signed in counterparts and by electronic signature.

SCHEDULE A: COMMISSION RATES

Eligible Product Commission on Net Collected Revenue
Dartastic Native OpenTelemetry licenses 20% recurring, customer lifetime
Additional Native OpenTelemetry licenses 20% recurring, customer lifetime
Cloud Observatory plans 20% recurring, customer lifetime
Hosted Observatory Mini 10% recurring, customer lifetime
Hosted Observatory Pro and above 20% recurring, customer lifetime
Self-hosted Observatory 20% recurring, customer lifetime
RUM and session replay 20% recurring, customer lifetime
Storage and ingest 20% recurring, customer lifetime
Symbolizer 20% recurring, customer lifetime
Paid Dartastic Pub plans 20% recurring, customer lifetime
Dartastic Training 20% of Net Collected Revenue
Dartastic Consulting 20% of Net Collected Revenue
Any other Eligible Product, now or in the future 20% recurring, customer lifetime
Excluded Services (support services) Not commissionable

Where referral partners share a Referred Customer under Section 4(h), the rate above is the total pool for all of them.

SCHEDULE B: REGISTRATION SUMMARY

Term Rule
Where to register dartastic.io/referral-partners/clients
Who may be registered A genuine current or recent client, or a demonstrably active opportunity
Review Manual, by Dartastic, in good faith
Protection Period 12 months from approval; can be extended past 12 months on request
Open registrations Up to 5 pending or approved, raised on request; Referred Customers excluded
Priority First valid approved Registration
Shared Clients One pool at the applicable rate, split after review
Confidentiality Never published or shared with other referral partners
Exclusivity Territories are never exclusive; a Client is exclusive to the referral partner or referral partners whose Registrations of it are approved, while protected; overlaps resolved case by case
What registration grants Attribution for Commission; never ownership of, or control over, the Client

SIGNATURES

Mindful Software, LLC d/b/a Dartastic.io Referral Partner
By: By:
Name: Name:
Title: Title:
Date: Legal entity name:
Country:
Notice email:
Date:

Dartastic.io is operated by Mindful Software, LLC, a Wyoming limited liability company, 30 N Gould St, Ste R, Sheridan, WY 82801. Contacts: legal@dartastic.io, sales@dartastic.io.

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