This Referral Agreement (the Agreement) is entered into and becomes effective as of the date of last signature below (the Effective Date).
BETWEEN:
- Appodeal, acting through its applicable group entity, with principal offices at 1640 Boro Place 4th Floor, McLean, Virginia 22102 (Appodeal)
and
- Referrer Name, an individual or legal entity, as applicable, with an address at address (the Referrer).
1. Purpose
The Referrer agrees to introduce the publishing partner identified below to Appodeal in connection with the Appodeal Accelerator program, and Appodeal agrees to pay referral fees in accordance with this Agreement and the Appodeal Accelerator Referral Program Terms.
2. Referred Publisher
Legal name of publisher: Publisher Name
Project or title (if applicable): Project / Game Name
3. Referral Fee
Subject to the Appodeal Accelerator Referral Program Terms, Appodeal shall pay the Referrer a referral fee equal to 5% of the Publisher Profit generated by the referred publisher.
For the purposes of this Agreement, Publisher Profit has the meaning set out in the Appodeal Accelerator Referral Program Terms.
4. Profitability Trigger
Referral fees shall accrue only once the referred project becomes profitable. For the purposes of this Agreement, a project shall be deemed profitable upon the date on which the cumulative net revenue attributable to the project first equals or exceeds the cumulative user acquisition costs, platform fees, and other commercially reasonable costs attributable to the project (cumulative breakeven), as determined by Appodeal in accordance with its internal reporting.
5. Referral Term
Unless otherwise expressly agreed in writing, referral fees shall apply for a period of twelve months commencing from the date on which the referred project becomes profitable.
6. Payment Terms
Referral fees shall be calculated and paid on a net45 basis. Invoices are not required. The Referrer is solely responsible for the declaration and payment of all applicable taxes, duties, or similar charges arising from referral fee payments.
7. Governing Terms
This Agreement incorporates by reference the Appodeal Accelerator Referral Program Terms, as amended from time to time. In the event of any inconsistency between this Agreement and the Appodeal Accelerator Referral Program Terms, this Agreement shall prevail.
8. Governing Law
This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. The parties agree that any legal action or proceeding arising out of or in connection with this Agreement shall be brought exclusively in the state or federal courts located in Fairfax County, Virginia, and hereby submit to the personal jurisdiction of such courts.
9. Entire Agreement
This Agreement, together with the Appodeal Accelerator Referral Program Terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations, or understandings, whether written or oral.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Appodeal, Inc. |
Referrer |
Exhibit A - Appodeal Accelerator Referral Program Terms
These Referral Program Terms (the Terms) govern the participation of approved referrers in the Appodeal Accelerator referral program operated by Appodeal (Appodeal).
Participation in the referral program is voluntary and subject to Appodeal’s approval in accordance with these Terms. These Terms form part of, and are incorporated by reference into, the Referral Agreement between Appodeal and the Referrer.
1. Eligibility and Participation
The referral program is open to both internal team members and external partners, including individuals and legal entities, subject to Appodeal’s approval. Participation in the referral program is non-exclusive and does not restrict the referrer from engaging in similar activities with third parties.
A person or entity becomes a Referrer for the purposes of these Terms upon Appodeal’s written confirmation of an approved referral. Such confirmation may be issued by email, through Appodeal’s CRM, or by other written means and shall identify the relevant Referrer and the applicable commercial terms. No geographic limitations apply to participation in the referral program.
2. Referral Submission and Approval
All referrals must be submitted through Appodeal’s designated referral intake process, being the dedicated referral form available on Appodeal’s website (the “Referral Form”) and must contain sufficient information to identify the referred publisher and the relevant project.
A referral qualifies only if, at the time of submission, the referred publisher or project is not already present in Appodeal’s pipeline, customer relationship management system, or active commercial discussions. Qualification of referrals is subject to review and approval by Appodeal’s Accelerator team.
Appodeal shall have ten business days from the date of referral submission to notify the referrer if the referral is rejected on the basis that it is already in-house or otherwise ineligible. If no rejection is communicated within this period, the referral shall be deemed approved for tracking purposes.
3. Referral Fee Structure
For each approved referral, Appodeal may pay the referrer a revenue share calculated as a percentage of the Publisher Profit generated by the referred publisher. The applicable percentage shall be agreed on a case-by-case basis and confirmed in writing by Appodeal.
For the purposes of these Terms, Publisher Profit means the net profit generated by the referred publisher after deduction of user acquisition costs, platform fees, and other commercially reasonable and agreed costs attributable to the relevant project. Publisher Profit shall be determined solely by Appodeal in accordance with its internal accounting and reporting methodologies.
Any financial information shared with the referrer in connection with Publisher Profit shall be provided on a high-level basis only.
4. Profitability Trigger
Referral fees shall accrue only once the referred project becomes profitable. A project shall be deemed profitable upon the date on which the cumulative net revenue attributable to the project first equals or exceeds the cumulative user acquisition costs, platform fees, and other commercially reasonable costs attributable to the project (cumulative breakeven), as determined by Appodeal in accordance with its internal reporting.
Appodeal’s determination of profitability shall be final and binding for the purposes of these Terms.
5. Referral Term
Unless otherwise expressly agreed in writing, referral fees shall apply for a period of twelve months commencing from the date on which the referred project becomes profitable. No renewal, extension, or carry-over of referral fees shall apply beyond this period.
6. Payment Terms
Referral fees shall be calculated and paid on a net45 basis. Payments shall be made regardless of amount and no minimum payout threshold shall apply.
Invoices are not required for referral fee payments. The referrer is solely responsible for the declaration and payment of any taxes, duties, or similar charges arising from referral fee payments.
7. Reporting
Appodeal may, at its discretion, provide periodic high-level summaries relating to Publisher Profit for transparency purposes. Appodeal is under no obligation to disclose detailed financial data, underlying campaign metrics, or confidential commercial arrangements.
8. Termination
Appodeal may terminate a referrer’s participation in the referral program at any time for convenience by providing notice to the referrer. Termination shall not affect referral fees accrued prior to the effective date of termination.
If Appodeal’s commercial relationship with a referred publisher terminates for any reason, referral fees shall cease automatically as of the termination date. No retroactive adjustments or future referral payments shall be due.
9. Anti-Circumvention
The referrer shall not take any action intended to circumvent Appodeal or the Appodeal Accelerator program, including by directly contracting with referred publishers or otherwise engaging in conduct that undermines the referral relationship contemplated by these Terms.
Any breach of this clause may result in immediate termination of the referrer’s participation in the referral program and forfeiture of any unpaid referral fees.
10. Miscellaneous
Participation in the referral program does not create any employment, agency, partnership, or joint venture relationship between Appodeal and the referrer.
Appodeal reserves the right to amend these Terms from time to time. Continued participation in the referral program following any amendment constitutes acceptance of the updated Terms.