Referral Partner Agreement

Last updated: June 30, 2019

Please read this terms for Referral Partner Agreement ("RPA”) carefully before using the http://www.1ion.cn website (the "Service") operated by One Labs ("us", "we", or "our").

THE LEGAL AGREEMENTS SET OUT BELOW GOVERN YOUR PARTICIPATION IN REFERRAL AGREEMENT WITH OnePi. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “AGREE,” AND DO NOT ACCESS OR USE THE BETA PRODUCTS OR SERVICES. YOU ACKNOWLEDGE THAT BY USE OF THE BETA PRODUCTS OR SERVICES, YOU AGREE TO ABIDE BY AND THEREFORE ARE BOUND BY THESE TERMS IN THE AGREEMENT. Review the Referral Partner Agreement as conditions for use of OnePi’s Beta Products or Services. The Agreement apply to testing of Beta Products or Services including but not limited to App, services, websites, and Smartphone or other app offerings (“Beta”). Beta Products and Services are the property of OnePi Ltd and Wan Lai Wulianwang Shenzhen and its licensors. OnePi and Wan Lai Wuliangwang Shenzhen are wholly owned subsidiaries of One Labs Holdings Limited.

The Referral Partner Agreement (“Agreement”) are a legally binding Agreement between you (“Referral Partner”) and OnePi (“Company”), governing the letter of intent to use the Beta Products and Services. By use of the Beta, you agree to abide by and are therefore bound by the Agreement, together with all updates, additional terms, distribution licenses and all of OnePi’s Terms, rules and policies that collectively constitute the Agreement. If you do not agree to the Agreement or do not have full power and authority to enter into this Agreement, do not use the Beta.

BACKGROUND

This Referral Partner Agreement (“Agreement”), effective once you used our service and signed up as a referrer is entered by you (“Referral Partner” and OnePi Limited, a One Labs Holdings Limited and Wan Lai Wulianwang Shenzhen Limited Company. WHEREAS, Referral Partner wishes to refer sales leads to OnePi, and OnePi wishes to compensate Referral Partner for certain sales / download leads that are accepted by OnePi and which, among other things, result in usage / subscriptions from new customers / users to OnePi’s App and Web Portal for business platform (the “Platform”), pursuant to the terms and subject to the conditions of this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Lead Referral and Acceptance


1.1 Lead Referral. Referral Partner shall refer sales leads (“Proposed Leads”) to OnePi by submitting the required information through our referral submission form within the partner portal, which can be accessed online at http://www.1ion.cn. Following submission of any Proposed Lead, Referral Partner may be asked by OnePi to supply additional information and/or assist OnePi in identifying the Proposed Lead who was referred to register an account or download and use the application. There is also potential need that Referral Partner provides further information to enable OnePi to make contact with the Proposed Lead by arranging an introduction, meeting, conference call or other means of communication with the Proposed Lead.

1.2 Lead Acceptance. Within a reasonable period of time following each referral of a Proposed Lead, OnePi shall review the Proposed Lead and provide Referral Partner with a notification of its acceptance, qualification or rejection of the Proposed Lead. OnePi will be under no obligation to accept any Proposed Lead and may reject or decline to accept any Proposed Lead for any commercially reasonable reason as determined by OnePi in its discretion, including without limitation, that:

2. Referral Fees

2.1 Fees. A Referral Fee payment is available for each accepted Deal that results in a fully executed OnePi Subscription Contract ("Win"). When an Accepted Deal subscribes for an annual (or longer) subscription to the Platform within two-hundred (200) days of the Proposed Lead being Accepted by OnePi pursuant to Section 2.1, OnePi will pay to Referral Partner a Referral Fee equal to:

  • a) Business Lead
  • b) Influencer (Key Opinion Leader) Lead
  • 2.3 Eligibility. Subscription renewals, support, implementation or other professional services are not eligible for referral fees hereunder and shall not be included in the calculation of Referral Fee.
  • 2.4 Fee Payment. Upon OnePi's determination that an accepted Lead has resulted in a Win, OnePi will contact you. OnePi will remit the applicable Referral Fee to Referral Partner within (30) days of collecting the Accepted Business Lead’s subscription dues or annual revenue generated by KOL and his / her follower’s daily usage (calculated after one year usage), which can be paid via Partial OnePi Coin (50%) with payment of the remainder done via WeChat Pay or AliPay or Digital RMB. If Referrer is a business client in the platform, the Referrer will be paid all in OnePi Coin (100%).
  • 2.5 Taxes. Referral Fees are paid in People’s Republic of China RMB currency and are subject to all applicable governmental regulations and rulings, including the applicable withholding of any taxes required by law. Referral Partner is solely responsible for payment of any and all taxes imposed or incurred in connection with any Referral
Fees described in Section 2.1 above.

    • 3. Term and Termination; Post-termination Fees

    This Agreement shall automatically terminate in the event that Referral Partner has not submitted a Proposed Lead for twelve (12) consecutive months. Either party may terminate this Agreement upon written notice to the other at any time, for any reason or no reason. Unless the termination is for breach, it will not affect OnePi’s obligation to pay Referral Fees in connection with Accepted Leads that were accepted prior to the termination date.

    4. Confidentiality

    All non-public, confidential or proprietary information of OnePi, including, but not limited to, specifications, ideas or materials of a technical or creative nature, such as research and development results, designs and specifications, computer source and object code, patent applications, and other materials and concepts relating to the Platform, processes, technology or other intellectual property rights, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by or on behalf of OnePi to Referral Partner, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with this Agreement, as well as the terms and conditions and the existence of this Agreement (collectively, “Proprietary Information”) shall be confidential, used by Referral Partner for the sole purpose of performing Referral’s Partners duties under this Agreement, and may not be disclosed or copied by Referral Partner unless authorized by OnePi in writing. All Proprietary Information is and shall remain the sole property of OnePi and shall be returned by Referral Partner to OnePi upon termination of this Agreement, or earlier, if requested by OnePi. Referral Partner acknowledges and agrees that any breach of this Section 5 by Referral Partner will cause irreparable and continuing harm to OnePi for which money damages would be insufficient, and OnePi shall be entitled to injunctive relief, a decree for specific performance, and all other relief as may be proper without the necessity of proving damages or posting a bond. This section shall not apply to information that: (a) was in the public domain at or subsequent to the time the information was communicated to Referral Partner by OnePi through no fault of Referral Partner; (b) was rightfully in Referral Partner’s possession free of any obligation of confidence at or subsequent to the time the information was communicated to Referral Partner by OnePi; or (c) was independently developed by Referral Partner without use of, or reference to, such information, as established by Referral Partner’s written records. A disclosure of any information by Referral Partner (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law will not be a breach of this Section 5 or a waiver of confidentiality for other purposes; provided, that Referral Partner provides prompt prior written notice thereof to OnePi to enable OnePi to seek a protective order or otherwise prevent the disclosure.

    5. Intellectual Property

  • 5.1 Service Marks and Logos. Referral Partner shall not use (and has not used), directly or indirectly, in whole or in part, in connection with this Agreement or as part of its corporate, business or personal name, any signature, monogram, logo, trademark, service mark, or trade name (a "Mark") that is now or may hereafter be owned, licensed or used by OnePi (a "OnePi Mark"), except in the manner and to the extent approved in advance in writing by OnePi, which such approval OnePi may withdraw at any time for any reason. Referral Partner shall discontinue any approved use of an OnePi Mark immediately upon termination or expiration of this Agreement, and thereafter shall not use any Mark which, in the reasonable judgment of OnePi, so nearly resembles any OnePi Mark that confusion or uncertainty by a third party may reasonably result therefrom. Referral Partner hereby expressly disclaims any and all right, title and interest in and to all OnePi Marks, whether or not used by Referral Partner. All uses of any OnePi Mark shall inure solely to the benefit of OnePi.

  • 5.2 Platform Restrictions. All right, title and interest in and to the Platform and any copyright, trademark, trade secret, patent or other proprietary rights (collectively “Intellectual Property Rights”) in the Platform shall be owned by OnePi. Referral Partner has no rights to use the Platform, and has no rights to copy, modify, change, de-compile, disassemble, reverse compile or reverse engineer the Platform. Referral Partner agrees that that any suggestions, recommendations, ideas, work product or concepts provided by Referral Partner in connection with this Agreement, and any Intellectual Property Rights associated with the same shall be owned by OnePi, without any obligation by OnePi to compensate Referral Partner for the same. Referral Partner agrees to execute any and all documents necessary to perfect OnePi’s ownership of the Intellectual Property Rights as set forth in this Section 5.2.

    • 6. Independent Contractor

    Referral Partner is an independent contractor of OnePi, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Referral Partner and OnePi for any purpose. Referral Partner has no authority (and shall not hold itself out as having authority) to bind OnePi, and Referral Partner shall not make any agreements or representations on OnePi's behalf without OnePi's prior written consent. Without limiting the above, Referral Partner will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by OnePi to its employees, and OnePi will not be responsible for withholding or paying any income, payroll, social security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on Referral Partner's behalf. Referral Partner shall be responsible for, and shall indemnify OnePi for, from and against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Referral Partner in connection with the performance of Referral Partner's obligations hereunder shall be Referral Partner's employees or contractors and Referral Partner shall be fully responsible for them and indemnify OnePi against any claims made by or on behalf of any such employees or contractors.

    7. Representations and Warranties

  • 7.1 Each party hereto represents and warrants that it has full authority to enter into this Agreement and that such action has been duly authorized in accordance with such party's articles of incorporation, by-laws or other applicable organizational documents and procedures.
  • 7.2 Each party further represents and warrants that the execution, delivery, and performance of this Agreement will not conflict with, result in a breach of, or cause a default under its articles of incorporation, by-laws, partnership or joint venture agreements, or any agreement or instrument to which it is a party or by which it or any of its property is bound, nor will it conflict with or violate any statute, law, rule, regulation, order, decree, or judgment of any court or governmental authority which is binding upon it or its property.
  • 7.3 The individuals executing this Agreement further represent and warrant that they have the full power and authority to bind their respective entities to the terms hereof and have been duly authorized to do so in accordance with such entities' corporate or other organizational documents and procedures.

    • 8. General

  • 8.1 Reserved Rights and General Disclaimer. OnePi reserves the right: (i) to solicit, contact, and engage any business client, whether or not referred by you and with no obligation to you whatsoever, so long as such business client does not constitute a Lead; and (ii) to engage with other client referral lead providers on a nonexclusive basis. To the maximum extent permitted by applicable law, OnePi reserves the right to change or cancel this program at any time, at its sole discretion. Participants agree to abide by these rules and by the decisions of OnePi, which are final, binding and non-appealable, on all matters. OnePi is not responsible for lost, misdirected or delayed referrals.

  • 8.2 Disclaimer of Warranties; Limitation of Liability. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, OnePi MAKES NO REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT TO REFERRAL PARTNERS OR ITS LEADS AND EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, OnePi SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING: (I) THE AMOUNT OF REVENUE THAT REFERRAL PARTNER MAY RECEIVE UNDER OR IN CONNECTION WITH THIS AGREEMENT; AND (II) ANY ECONOMIC OR OTHER BENEFIT THAT REFERRAL PARTNER MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. OnePi WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • 8.3 Notices. All notices, requests, consents, claims, demands, waivers, summons and other legal process, and other similar types of communications hereunder (each, a "Notice") must be in writing and addressed to the relevant party at the address set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section 8.2). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre- paid), certified or registered mail (in each case, return receipt requested, postage prepaid) or electronic mail (return receipt requested). A Notice is effective only (i) upon delivery and (ii) if the party giving the Notice has complied with the requirements of this Section 8.2.
  • 8.4 Governing Law. If there is a dispute between Referral Partner and OnePi, it will be governed by the laws of the [Guangdong Province, City of Shenzhen or Hong Kong SAR] depending on the closest jurisdiction to the Referral Partner, without regard to the conflict of laws provisions. Any legal suit, action or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the People’s Republic of China (including Hong Kong SAR) or the courts of the Province of [Guangdong] or [Hong Kong SAR], in each case located in [Shenzhen or Hong Kong], and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
  • 8.5 Severability. 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.
  • 8.6 Amendments; Waivers. This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived or supplemented by an agreement in writing signed by each party. 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.
  • 8.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
  • 8.8 Assignment. Referral Partner may not assign any rights or obligations under this Agreement without OnePi’s prior written consent. This Agreement will inure to the benefit of and be binding upon each of the parties and each of their respective permitted successors and permitted assigns.

  • 8.9 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
  • 8.10 Survival. All terms of this Agreement, which by their nature extend beyond its expiration or termination, including without limitation, the Proprietary Rights provisions hereunder, shall survive the termination of this Agreement.

    • 9. Proposed Lead Acceptance

    In the event that OnePi accepts a Proposed Lead (each referred to as an “Accepted Lead” hereunder), an OnePi [SalesTeam] will facilitate communication with the Accepted Lead if needed.

    10. LANGUAGE

    The governing language of these Beta User Conditions is in English or Chinese (Simplified / Traditional). Although ONEPI Ltd may provide other translations for your convenience, the English version shall prevail in the event of any conflict or discrepancy between the English and any other language version of these Beta User Conditions.

    11. Changes

    We reserve the right, at our sole discretion, to modify or replace these Terms on the Agreement at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

    By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

    12. Contact Us

    If you have any questions about these Terms, please contact us.