AMFG MASTER SERVICES AGREEMENT V1
Partnership Terms and Conditions
Version 1.0
AMFG Corp and Autonomous Manufacturing Ltd (“AMFG”) has established the Customer Partnership Program described herein (“Referral Program”) for purposes of allowing its active customers to earn rewards for finding potential customers for AMFG products and services, subject to these Referral Program Terms and Conditions (“Terms”).
Definitions relevant to this Agreement:
a. “Affiliate” means, with respect to a given company, any person or entity that own or controls, is owned or controlled by, or is under common ownership or control with that company, and any division, department or other group, segment or unit of or within such company or any other Affiliate thereof.
b. “Confidential Information” means any non-public information that relates to the actual or anticipated business, research, or development of AMFG and any proprietary information, trade secrets, and know-how of each Party that is disclosed to the other Party, directly or indirectly, in writing, orally, or by inspection or observation of tangible items. Confidential Information includes, but is not limited to, research, product plans, products, services, customer lists, development plans, inventions, processes, formulas, technology, designs, drawings, marketing, finances, and other business information. Confidential Information shall include the terms of this Agreement. Confidential Information disclosed by each Party is the sole property of the disclosing Party.
c. “Disqualified Prospect” means, as between you and AMFG , a company that (a) at any time within twelve (12) months prior to the Referral Period: (i) was a customer of or in business discussions with AMFG, or (ii) scheduled or participated in a Discovery Meeting, or (iii) was referred to AMFG by any person or entity; (b) during the Referral Period, prior to submission of a corresponding Referral Form by you, is either referred to AMFG by a person or entity other than you (or your employees or representatives) or becomes a customer of, engages in business discussions with, or schedules or participates in a Discovery Meeting with AMFG, other than as a result of a referral that you provided hereunder; (c) AMFG determines, in its sole but reasonable discretion, is not a Qualified Potential Customer or otherwise suitable to be a customer of AMFG, or (d) is an Affiliate of any company described in preceding clause (a), (b) or (c).
d. “Eligible Customer” means a company with an active Product subscription during the Referral Period.
e. “New Customer” means a Referred Customer that executes a corresponding agreement and purchase order with AMFG for one or more Products during the Referral Period.
f. “AMFG Site” means the AMFG website at www.amfg.ai
g. “Qualified Potential Customer” means a company that is (a) a custom parts manufacturer or job shop, (b) primarily or significantly in the business of sheet metal fabrication, computerized numerical control (CNC) machining, or additive manufacturing, and (c) not a Disqualified Prospect.
h. “Product” means a subscription offered by AMFG.
i. “Referral Period” means the period of time starting as of 1st January, 2024 and ending as of 30th May, 2025.
j. “Referred Customer” means a Qualified Potential Customer that, during the Referral Period: (a) submits a fully completed Referral Form through the AMFG Site referencing you as the referral source, (b) participates in a Discovery Meeting, and (c) upon request of AMFG, you have personally introduced at the Qualified Potential Customer management level to AMFG management personnel.
IT IS AGREED as follows:
1. Obligations; exceptions and exclusions
1.1 Referral Program Obligations. Neither party has any obligation to perform in the Referral Program. AMFG reserves the right to refuse to sell the Products and any other products or services to any person for any reason. In addition, AMFG in its sole discretion may cease selling the Products and any other products or services at any time to any customer including those referred by you, for any reason in accordance with AMFG’ agreements with those customers.
1.2 Referral Rewards. As part of the Referral Program, AMFG will pay or provide (as applicable) the following (collectively, “Referral Rewards”):
A one-time Referral Reward equivalent to 2,500 US Dollars (or 2,000 GBP, 2,500 EURO) for every Referred Customer that becomes a New Customer of AMFG during the Referral Period.
Referral Rewards to be provided pursuant to this Section 1.2 are redeemable as a Cash Gift Card or as a credit toward subsequent amounts invoiced to you by AMFG for AMFG products or services, as elected by you, within 30 days of AMFG receiving an aggregate of $2,500 or more from New Customer.
2. Representations and warranties
2.1 By participating in the Referral Program, you represent and warrant that: (a) you have the full right, power and authority to do so and to enter into these Terms and to perform your obligations hereunder; (b) our participation in the Referral Program does not and will not conflict with or result in a breach (including with the passage of time) of any other agreement to which you are a party; and (c) these Terms constitute your valid and binding agreement and are enforceable against you (except as may be limited by public policy or creditors’ rights generally).
3. Indemnification
3.1 You will indemnify, defend, and hold harmless AMFG and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to participate in the Referral Program in accordance with all applicable laws, rules, and regulations, (b) any failure by you to be classified as an independent contractor with respect to the Referral Program, or (c) your receipt of any Referral Reward, including any prize awarded in connection with the Contest.
4. Disclaimer of warranties
4.1 AMFG makes no representations or warranties with respect to any AMFG products or services, including any warranty of merchantability, or fitness for a particular purpose. Additionally, you acknowledge and agree that AMFG has not in any manner adopted any third party warranty regarding any of the referral rewards, if any, as a warranty of AMFG. You shall look solely to the third party manufacturers or suppliers of the referral rewards to perform or satisfy any obligation under any such warranty.
5. Limitation of Liability
5.1 Nothing in this Agreement will:
a) limit or exclude any liability for death or personal injury resulting from negligence;
b) limit or exclude any liability for fraud or fraudulent misrepresentation;
c) limit any liabilities in any way that is not permitted under applicable law; or
d) exclude any liabilities that may not be excluded under applicable law.
5.2 Neither party shall be liable to the other party for any loss of revenue or income.
6. Termination
6.1 The Client hereby grants to the Company a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate data from the Client and End Users which includes but is not limited to engineering and design files) (the “Client Data”) to the extent reasonably required for the performance of the Company’s obligations and the exercise of the Company’s rights under this Agreement. The Client also grants a non-exclusive, revocable license to the Company to use its name and logo solely for pre-approved marketing purposes in accordance with usage instructions given to the Company by the Client.
7. Compliance with FTC Endorsement Guidelines
7.1 As a participant in Referral Program, in the event you post or share information about AMFG or such program via social media in the United States of America, you must disclose your material connection to AMFG and follow the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising.
8. Severance
8.1 In the event that any provision of this Agreement is found to be unlawful, invalid, or otherwise unenforceable, that provision shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
9. Law and Jurisdiction
9.1 This Agreement shall be governed by, and construed in accordance with the laws of England and Wales, and any dispute, controversy, proceedings, or claim between the Parties relating to this Agreement shall fall within the jurisdiction of the courts of England.
