Referral agreement

This Referral Agreement (the “Agreement”) is an agreement between Bright Data Ltd., an Israeli company of 4 Hamahshev St., Netanya, Israel (the “Company”), and you or the entity you represent (the “Affiliate”), collectively “the Parties.” This Agreement takes effect when you sign up to Bright Data or, if earlier, when you access or use the services (the “Effective Date”). If you are using the services on behalf of an entity, you represent to us that you are lawfully able to enter into this Agreement on behalf of the Affiliate.

  1. Referral Arrangement. Upon the Effective Date of this Agreement, Affiliate may, from time to time, refer potential SDK partners to Company for the Company’s proxy and data services, which such potential SDK partners shall be explicitly approved by email by the Company prior to referral. 
  2. Compensation. Company will pay Affiliate a fee for its referrals as set forth in Exhibit A. Affiliate shall not be entitled to any compensation with respect to potential SDK partners not approved by the Company prior to referral or with respect to engagements with referred SDK partners following the term of this agreement. 
  3. Term. This Agreement shall commence upon the Effective Date and will continue until terminated in accordance with Section 6.
  4. Relationship between Parties. Affiliate shall be deemed to be an independent contractor and shall not be considered as having an employee status with the Company. Affiliate shall have no authority and it shall not, without the prior written approval of the Company (including by e-mail), make any representations or warranties on behalf of the Company or create any obligations on behalf of the Company.
  5. Confidentiality. During the term of the Agreement, it may be necessary for Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to Affiliate in order for Affiliate to seek out potential referrals. Affiliate will not share any of this proprietary information at any time. Affiliate also will not use any of this proprietary information for its personal benefit at any time. This section remains in full force and effect even after termination of the Agreement.
  6. Termination. This Agreement may be terminated at any time by either Party immediately upon written notice to the other party.
  7. Representations and Warranties. Affiliate represents that it is fully authorized to enter into this Agreement. The performance and obligations of Affiliate does not and will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation, including the U.S. Federal Corrupt Practices Act and any applicable anti-bribery laws and regulations. Affiliate will comply with all up-to-date spam laws. Any distribution of marketing materials that could constitute unsolicited commercial email or “spam” under any applicable law or regulation is expressly prohibited and will be grounds for immediate termination of this Agreement. Affiliate further represents that he shall not refer any customers to any entity competing with the Company during the term of this agreement and for 12 months following its termination.
  8. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO AFFILIATE OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A COMPANY’S GROSS NEGLIGENCE OR BREACH.
  9. Miscellaneous. This Agreement constitutes the entire understanding between the Parties with respect to the matters referred to herein. This Agreement shall be governed by the laws of the State of Israel, excluding its conflict of law rules, and the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction over the parties. This Agreement may not be amended, except by the written consent of both parties. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof.

Exhibit A

Compensation

Company shall pay Affiliate the following (collectively, the “Referral Amount”):

  • A monthly payment equal to 5% of the payments made to each SDK partner referred by the Affiliate, for the Qualified User generated from the partner, for a period of 12 months from the date the SDK partner’s application first started generating Qualified Users.
  • A “Qualified User” is an end user of the SDK partner’s application in which the Company’s SDK have been integrated in, and such end user expressly agreed to become a node by agreeing to join the Bright Data Network through the Bright Data Dialog Screen.  
  • For example: 
    • If an SDK partner referred by the Affiliate goes live with an application on May 1st and gets paid $100,000 in June (for the total average Qualified Users during May), the total Referral Amount for that SDK partner for that month will be $5,000.
    • For simplicity, assuming the Affiliate continues receiving $100,000 every month, the Affiliate will be eligible to receive 11 additional monthly payments of $5,000 each.

 

Additional Terms:

  • The Referral Amount is calculated by the Company and solely based on its records once a month, at the end of each calendar month.
    • A new SDK partner is a partner that does not already exist in the Company’s systems, as determined based on the Company’s records. The Affiliate and the Company will coordinate in writing  and in advance which SDK partners are included in this Agreement.
    • The payment of the Referral Amount shall be made in US currency and will be subject to all government laws including taxes and withholdings.
    • Payment will be made against a valid invoice, within 10 days following the end of a month, based on the number of Qualified Users during the preceding month.