Noibu Referral Program
Terms & Conditions
Last updated June 20th, 2025
These Referral Terms and Conditions (“Terms”), together with any applicable Referral Form(s) (as defined herein) entered into from time to time (collectively, the “Agreement”), constitute an agreement by and between Noibu Technologies Inc., a Canadian corporation with its principal place of business located at 500-979 Bank Street, Ottawa, Ontario, K1S 5K5 (“Noibu”), and the Referrer identified in the relevant Referral Form (“Referrer”). Noibu and Referrer are each a “Party” and collectively the “Parties.”
These Terms become effective and binding upon the Referrer’s acceptance of the Referral Form through electronic means (such as checking a box or clicking “I agree”) that expressly references these Terms. By accepting the Referral Form, the Referrer represents and warrants that it has read, understood, and agrees to be bound by these Terms.
Noibu reserves the right to amend these Terms periodically, in whole or in part. Updated Terms will supersede any previous versions.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the Parties now agree as follows:
1. Definitions
For the purposes of these Referral Terms & Conditions, the following capitalized terms shall have the meanings set forth below:
(a) "Annual Recurring Revenue" or "ARR" means the annualized subscription fees payable by a Referred Customer for the Noibu Service under a standard twelve month agreement, excluding one-time fees, implementation, professional services, and support.
(b) “Gross Amount” means the total amount received by Noibu from a Referred Client in connection with their purchase or license of the Noibu product: (i) that are attributable to fees for purchase or licensing of the Noibu Service, and excluding any and all fees for maintenance, support or other services.
(c) “Net Amount” means the Gross Amount, less any applicable (i) credits, allowances, free months, refunds and other discounts or offsets; (ii) sales, use, value-added, excise and other taxes; and (iii) other similar costs and expenses.
(d) “Partner” or “Referrer” means the individual or entity that submits a Lead to Noibu in accordance with these terms and facilitates introductions or discussions between the Lead and Noibu.
(e) “Lead” means a prospective customer that: (i) is not an existing client, opportunity, or active contact in Noibu’s customer relationship management (CRM) system at the time of submission by the Referrer; (ii) has been submitted by the Referrer in accordance with Section 2; and (iii) meets Noibu’s target customer profile, including an annual Gross Merchandise Volume (GMV) of at least USD $20 million and at least fifty (50) full-time employees. Noibu shall determine Lead eligibility at its sole discretion.
(f) “Referred Client” means a Lead that, as a direct result of the Referrer’s Marketing Activities: (i) engages in meaningful discussions with Noibu; (ii) enters into a binding agreement with Noibu for the purchase or subscription of Noibu Service within six (6) months of the Lead’s submission; and (iii) generates recognized revenue for Noibu in accordance with these terms. A valid Referral shall be deemed to have occurred once these conditions are met, making the Referrer eligible for a Referral Fee as defined herein.
Whether a Lead qualifies as a Referred Client shall be determined solely by Noibu.
(g) “Marketing Activities” means the efforts undertaken by the Referrer to introduce and promote the Noibu Service to a Lead, including but not limited to initiating contact, providing relevant information about Noibu and its offerings, and facilitating meetings or communications with Noibu.
(h) "Noibu Service" means Noibu’s software-as-a-service (SaaS) platform, including standard monitoring, error detection, and analytics tools, along with related digital features and services offered by Noibu.
(i) “Referral Fee” means the one-time commission or incentive amount payable to the Referrer for a successful Referral resulting in a Referred Client, calculated as a percentage of the Net Amount of the first-year ARR, as set out in Section 4.1 of this Agreement or accompanying order form or promotional terms.
(J) “Territory” means all countries and jurisdictions worldwide, unless otherwise restricted by Noibu in writing.
2. Referral Relationship
2.1 Submission of Leads. Upon identifying a Lead that the Referrer reasonably believes is a suitable prospect for the Noibu Service, the Referrer shall introduce the Lead to Noibu via email or through another method mutually agreed upon by the parties. The Referrer may not perform any Marketing Activities in connection with a Lead unless and until Noibu provides written confirmation (including by email) that the Lead has been accepted. Noibu retains sole discretion over whether to pursue any Lead or enter into a sales agreement with such Lead. Noibu may, at any time and for any reason (or no reason), notify the Referrer in writing that it does not intend to pursue a particular Lead, and upon such notice, the Referrer shall cease all Marketing Activities and outreach relating to that Lead in connection with Noibu or its Noibu Service.
2.2 Interaction with Referred Clients. The Referrer shall have no authority to bind Noibu or make any representations, warranties, offers, or commitments on Noibu’s behalf to any Lead or Referred Client. The Referrer shall not engage in any negotiations regarding the terms of a potential agreement between Noibu and a Lead. For each Lead accepted by Noibu pursuant to Section 2.1, the Referrer shall promptly forward to Noibu all relevant information and correspondence related to such Lead. Noibu shall assume full responsibility for pursuing and negotiating agreements with Leads. Upon Noibu’s reasonable request, the Referrer shall support Noibu by participating in discussions or providing additional context regarding the relationship with the Lead.
3. Marketing
3.1 Referrer Conduct. The Referrer shall conduct its business in its own name and in accordance with high ethical and professional standards. The Referrer shall not engage in any deceptive, misleading, illegal, or unethical conduct that could be detrimental to Noibu, its reputation, or the Noibu Service. The Referrer shall not make, or permit others to make, any agreements, representations, warranties, promises, or guarantees concerning Noibu or the Noibu Service without Noibu’s prior written consent.
3.2 Marketing Materials and Use of Trademarks. The Referrer may only use marketing materials, descriptions, or other information related to Noibu that have been pre-approved in writing by Noibu. The Referrer shall not represent, directly or indirectly, that the Noibu Service is owned, developed, or operated by the Referrer, and shall ensure that all references to the Noibu Service credit Noibu appropriately. Noibu may provide approved language and branding assets, including trademarks and logos, for use by the Referrer in connection with marketing or publicity. Any such use must comply with Noibu’s trademark usage guidelines and shall not be altered in any way without prior written approval. All use of the “Noibu” name, marks, or branding must be reviewed and approved in advance by Noibu in writing. If Noibu provides notice of any unauthorized or improper use of its branding or materials, the Referrer shall promptly correct or discontinue such use. Upon termination of this Agreement, the Referrer shall immediately cease all use of Noibu’s name, trademarks, and marketing materials.
4. Compensation & Payment Terms
4.1 Referral Commission. In consideration of the Referrer’s services, Noibu will pay the Referrer a commission equal to 5% of the Net Amount actually received by Noibu from a Referred Client for the purchase of Noibu Service during the Commission Period (the “Referral Commission”). The “Commission Period” means the twenty-four (24) month period beginning on the date the Referred Client first begins receiving services from Noibu as a result of the Referrer’s Marketing Activities. No Referral Commission will be due or payable in connection with: (i) sales to parties who are not Referred Clients; (ii) sales made after the Commission Period has expired; or (iii) transactions where the eligibility requirements in Section 4.2 have not been met.
If no agreement for the provision of the Noibu Service is executed between Noibu and a Lead within six (6) months of the date such Lead was submitted, the entity shall no longer be considered a Lead under this Agreement. The Referrer shall not be entitled to any Referral Commission for future transactions with such entity, unless otherwise agreed in advance and in writing by Noibu.
4.2 Eligibility for Referral Commission. To be eligible for a Referral Commission, all of the following conditions must be met: (i) The Referrer must submit the Lead’s contact information to Noibu’s partnerships team via email or another method designated by Noibu. (ii) The Lead must not have already been referred by another referrer or sales representative, and Noibu must not be actively engaged in a sales process with the Lead at the time of submission. (iii) Noibu must accept the Lead in accordance with Section 2.1. (iv) The Referred Client must enter into an agreement with Noibu and pay in full for the Noibu Service ordered. (v) The Referrer must not be in breach of this Agreement at the time of payment. (vi) Noibu retains sole discretion to reject any referral or deny eligibility for Referral Commissions.
4.3 Sales, Billing & Collection. Noibu shall have sole discretion regarding the pricing, terms, and conditions under which Noibu Service are offered to Referred Clients. All invoicing and payments for Noibu Service shall be handled directly between Noibu and the Referred Client. The Referrer shall not accept or process any payments on Noibu’s behalf under any circumstances.
4.4 Payment Terms. Referral Commissions shall be payable net 30 days following the end of the calendar month in which Noibu receives full payment from the Referred Client. Payments may be subject to deductions for any amounts owed by the Referrer to Noibu. If Noibu determines in its sole and reasonable discretion that a previously paid Referral Commission was made in error, and the Referrer is unable to provide documentation justifying the payment, Noibu may deduct such amounts from future commissions.
4.5 Refunds and Offsets. If Noibu issues a refund to a Referred Client for any reason, and a Referral Commission has already been paid on the refunded amount, Noibu may offset that amount against future commissions payable to the Referrer. If no commissions are currently payable, the Referrer agrees to repay such amount to Noibu within thirty (30) days of receiving written notice. Noibu may also offset any amounts owed to it by the Referrer against any commissions otherwise payable.
4.6 Expenses. Each party shall bear its own costs and expenses incurred in connection with its obligations under this Agreement.
4.7 Taxes. The Referrer is solely responsible for any taxes (including sales, use, excise, or other similar taxes) arising from the Referral Commissions paid under this Agreement, except for taxes based on Noibu’s net or gross income. The Referrer will not be responsible for any taxes from which it can provide a valid exemption certificate.
5. Confidentiality
5.1 Confidential Information. “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether in written, oral, electronic, or visual form, that is marked as confidential, proprietary, or which should reasonably be understood to be confidential given its nature or the circumstances of disclosure. This includes, without limitation, business plans, marketing materials, financial data, customer lists, pricing, technical information, and product-related data. Confidential Information also includes any third-party information disclosed by the Disclosing Party. Confidential Information shall not include information that: (i) was publicly known and made generally available in the public domain prior to disclosure; (ii) becomes publicly known and available through no breach of this Agreement; (iii) was already known to the Receiving Party prior to disclosure, as evidenced by written records; (iv) is lawfully obtained by the Receiving Party from a third party without restriction and without breach of any duty; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
5.2 Non-Use and Non-Disclosure. The Receiving Party agrees to use Confidential Information solely to fulfill its obligations under this Agreement and shall not use it for its own benefit or disclose it to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall take reasonable measures to protect the confidentiality of such information, which shall not be less than the measures it uses to protect its own confidential information. Upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including all copies, extracts, and summaries thereof. Without limiting the foregoing, all marketing plans, financial data, technical specifications, and customer information disclosed by Noibu shall be deemed Confidential Information. The Referrer shall not publish or disclose any technical descriptions of the Noibu Service beyond those published or approved by Noibu.
5.3 Equitable Relief. Each party acknowledges that a breach of this Section 4 may cause irreparable harm to the Disclosing Party, for which monetary damages may be an insufficient remedy. In such case, the Disclosing Party shall be entitled to seek immediate injunctive and other equitable relief, without bond and without the necessity of proving actual damages, in addition to any other remedies available at law or in equity.
6. License Restrictions
The Referrer shall not, and shall not permit any third party to: (i) make any commitments, representations, or warranties regarding Noibu or the Noibu Service without written authorization; (ii) register or attempt to register any intellectual property that is identical or confusingly similar to the Noibu Service; (iii) remove, alter, or obscure proprietary notices on or in the Noibu Service; (iv) reverse engineer, decompile, disassemble, or attempt to derive source code from the Noibu Service; (v) copy, distribute, sublicense, or otherwise reproduce or allow third-party access to the Noibu Service; or (vi) use any Confidential Information or Noibu intellectual property to develop, market, license, or promote any competing or derivative technology, service, or product, whether directly or with third parties. No distribution, resale, or sublicensing of the Noibu Service is permitted unless expressly authorized in writing by Noibu.
7. Trademarks and Trade Names
The trademarks, service marks, trade names, and logos under which Noibu markets or makes available the Noibu Service (collectively, the “Trademarks”) shall remain the exclusive property of Noibu. Nothing in this Agreement shall be construed to grant the Referrer any ownership rights in the Trademarks. Subject to the terms of this Agreement, Noibu grants the Referrer a limited, non-exclusive, non-transferable, revocable license to use the Trademarks solely during the Term of this Agreement and exclusively for the purpose of marketing and promoting the Noibu Service and performing Marketing Activities in accordance with this Agreement. The Referrer may only use the Trademarks in the form and manner provided by Noibu in approved marketing materials. The Referrer shall not alter, obscure, or remove any Trademarks affixed to the Noibu Service or marketing materials. All uses of the Trademarks by the Referrer must either be exact copies of those provided by Noibu or must be submitted to Noibu in advance for written approval, including approval of design, size, color, and context. All use of Noibu’s Trademarks by the Referrer shall inure solely to the benefit of Noibu. At no time during or after the term of this Agreement shall the Referrer challenge or assist any third party in challenging Noibu’s rights in its Trademarks, the validity of such rights, or attempt to register any mark that is confusingly similar to Noibu’s Trademarks.
8. Representations, Warranties & Disclaimers
8.1 Mutual Representations and Warranties. Each Party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) this Agreement has been duly authorized, executed, and delivered by such Party and constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms; (c) no consent or approval of any third party is required for the execution or performance of this Agreement; and (d) the execution and performance of this Agreement does not and will not violate any applicable law or any agreement to which such Party is a party or by which it is bound.
8.2 Referrer Representations, Warranties, and Covenants. The Referrer further represents, warrants, and covenants that: (a) it is duly organized, validly existing, and in good standing in the jurisdiction of its formation and qualified to do business where required; (b) its participation in this Agreement does not conflict with any agreement, obligation, or restriction binding on it; (c) it will not misrepresent the Noibu Service, nor make any unauthorized representations or warranties regarding the Noibu Service; (d) it will not issue warranties, guarantees, or claims to Leads, Referred Clients, or any third parties except as expressly approved in writing by Noibu; (e) it will not use Noibu’s trademarks or marketing materials outside the scope of this Agreement.
8.3 Product Warranty Disclaimer. Any warranties for the Noibu Service will be made solely by Noibu to Referred Clients, if applicable. Noibu makes no warranties, express or implied, to the Referrer, and shall have no liability to the Referrer with respect to the Noibu Service or any representations made to third parties. Except as expressly provided in Section 8.1, Noibu disclaims all warranties, express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and uninterrupted or error-free operation. The Referrer shall not make any representation or warranty on behalf of Noibu.
8.4 Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, THE NOIBU SERVICE, AND ALL RELATED SOFTWARE, DOCUMENTATION, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NOIBU DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR RESULTS TO BE ACHIEVED. NOIBU DOES NOT WARRANT THAT THE NOIBU SERVICE OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPATIBLE WITH ANY SYSTEMS OR REQUIREMENTS OF THE REFERRER OR THIRD PARTIES. NOIBU DISCLAIMS ANY LIABILITY ARISING FROM THE REFERRER’S RELIANCE ON ANY FUNCTIONALITY OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
9. Indemnification
The Referrer shall indemnify, defend, and hold harmless Noibu, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising out of or relating to: (i) any actual or alleged breach by the Referrer of this Agreement; (ii) the Referrer’s violation of applicable laws or regulations; (iii) the Referrer’s unauthorized use of the Noibu Service, Trademarks, or Confidential Information; (iv) the Referrer’s misrepresentation of Noibu, the Noibu Service, or the scope of any warranty; or (v) any third-party claims resulting from the conduct of the Referrer’s business or its Marketing Activities. Noibu shall: (a) promptly notify the Referrer in writing of any indemnifiable claim; (b) allow the Referrer sole control of the defense and settlement of the claim (provided that any settlement admitting fault or requiring action by Noibu must be pre-approved in writing by Noibu); and (c) reasonably cooperate with the Referrer at the Referrer’s expense.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NOIBU OR ITS AFFILIATES BE LIABLE TO THE REFERRER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM NOIBU’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOIBU’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (i) FIVE THOUSAND U.S. DOLLARS (US $5,000), OR (ii) THE TOTAL AMOUNT OF COMMISSIONS PAID BY NOIBU TO THE REFERRER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The parties acknowledge that this Section reflects an agreed allocation of risk and is an essential element of the basis of the bargain between the parties. These limitations shall apply even if any remedy fails of its essential purpose.
11. Term and Termination
11.1 Term. This Agreement shall commence on the Effective Date and shall remain in effect until terminated in accordance with this Section. Unless otherwise agreed in writing, the Agreement shall automatically renew for additional one (1) year periods (each a “Renewal Term”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
11.2 Termination for Convenience. Either Party may terminate this Agreement for any reason or no reason upon thirty (30) days’ prior written notice to the other Party.
11.3 Termination for Cause. Either Party may terminate this Agreement with immediate effect upon written notice if: (a) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof; or (b) the other Party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or has a receiver or similar officer appointed over all or substantially all of its assets.
11.4 Effects of Termination. Upon termination or expiration of this Agreement for any reason: All licenses granted to the Referrer shall immediately terminate. The Referrer shall promptly cease use of and remove all Noibu Trademarks, branding, marketing materials, and links to Noibu, and shall return or destroy all Confidential Information and other materials belonging to Noibu. Noibu shall remain obligated to pay any earned and undisputed Referral Commissions in accordance with Section 4, solely in respect of Referred Clients who entered into binding agreements with Noibu prior to the termination date. No commissions shall be earned after the effective date of termination.
11.5 Survival. The following provisions shall survive any termination or expiration of this Agreement: Section 1 (Definitions), Section 4 (Compensation & Payment Terms), Section 5 (Confidentiality), Section 6 (License Restrictions), Section 7 (Trademarks and Trade Names), Section 8 (Representations, Warranties & Disclaimers), Section 9 (Indemnification), Section 10 (Limitation of Liability), this Section 11.5, and Section 12 (Miscellaneous).
12. Miscellaneous
12.1 Entire Agreement. This Agreement, including any exhibits or Referral Forms incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment to this Agreement shall be binding unless in writing and signed by both Parties.
12.2 Independent Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party shall have the authority to bind the other Party or incur any obligation on its behalf.
12.3 Assignment. The Referrer may not assign this Agreement or its rights or obligations without the prior written consent of Noibu, except in connection with a merger, acquisition, or sale of all or substantially all of the Referrer’s assets, and with at least thirty (30) days’ prior written notice to Noibu. Noibu may assign this Agreement without restriction. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
12.4 Notices. All notices under this Agreement must be in writing and will be deemed given: (i) when delivered personally; (ii) one (1) business day after being sent by a recognized courier with tracking; or (iii) two (2) business days after being mailed by certified mail, return receipt requested. Notices may also be delivered by email with confirmation of delivery. Each Party may update its notice address by providing notice in accordance with this Section.
12.5 Compliance with Laws. Each Party agrees to comply with all applicable laws, rules, and regulations, including but not limited to anti-bribery, anti-corruption, and export control laws.
12.6 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to conflict-of-law principles. Any disputes shall be resolved exclusively in the courts located in Ottawa, Ontario, and each Party hereby submits to the jurisdiction of those courts.
12.7 Arbitration. Except as necessary to obtain injunctive or equitable relief, any dispute arising under or in connection with this Agreement shall be resolved by binding arbitration in accordance with the Arbitration Act, 1991 (Ontario). The arbitration shall be conducted in English, in Ottawa, Ontario, by a single arbitrator appointed jointly by the Parties. The decision of the arbitrator shall be final and binding. The prevailing Party shall be entitled to recover its reasonable legal fees and costs.
12.8 Feedback. Any suggestions, comments, or feedback provided by the Referrer to Noibu regarding the Noibu Service or services shall be the exclusive property of Noibu. The Referrer hereby assigns all rights, title, and interest in such feedback to Noibu without further compensation.
12.9 Remedies Cumulative. Except as otherwise expressly provided, the rights and remedies under this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity.
12.10 Waiver and Severability. A waiver of any breach or failure to enforce any term of this Agreement shall not be deemed a waiver of any other breach or right to enforce this Agreement. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.11 Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, or Internet outages, provided that the affected Party takes reasonable steps to resume performance as soon as practicable.
12.12 Counterparts; Electronic Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered electronically (including via email or e-signature platforms) shall have the same legal effect as original signatures.
12.13 No Third-Party Beneficiaries. Except as otherwise expressly stated, this Agreement is intended solely for the benefit of the Parties and their permitted successors and assigns, and shall not be deemed to confer any rights or remedies upon any third party.
