Relationship:
I would like to become and Babylon is willing to appoint me as an affiliate of the Babylon LTD.
Product Basic features:
The Babylon software shall allow instant translations from Babylon’s dictionaries, access to one-click concise information from professional glossaries, currency, measurement and time zone conversions.
Intellectual Property:
The Parties acknowledge and agree that the Intellectual Property right of the Babylon software is solely owned by Babylon. Each Party acknowledges the other Party’s ownership in its respective Intellectual Property and agrees it will do nothing inconsistent with such rights.
Term and Termination:
Each party may walk Away of this agreement with an advanced 7 days written notice to be exercised on its sole discretion.
Technical Structure:
The affiliate will be provided with a URL from which the users will download the file. The trial period will consist of 30 days. The affiliate will also receive a URL sending to Babylon's landing page.
Reports & Payments:
Babylon shall provide monthly reports and newsletter updates ( no more than 2 times a week).
In the reports affiliate will find the number of users registered to the service, as well as those who purchased the software.
Babylon will be transferring monthly payments according to the revenue share agreement.
Sharing revenue:
The affiliate will receive 40% of the product sales revenue generated.
Babylon will withhold from the payments any taxes or other impositions under applicable law. Any others deals instead of Rev share will be consider after a test campaign only and will by Babylon‘s decision.
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Confidentiality:
Both parties acknowledge that no information (technical and/or business related), trade secret or any other propriety information will be delivered to any 3rd party with out a written approval from both parties.
Non-Exclusivity:
During the Term of the cooperation, both parties agree that the relationship between will not be exclusive and either party may use the services or promote the applications of Third Parties or enter distribution and strategic partnership agreements with Third Parties in any industry.
Disengagement with no liability:
Termination of the affiliation may be practice by each party on its sole discretion and will result in no additional liability to the other party or any other party beyond the various commitments and obligations under this LOI.
Term Sheet:
This is a binding term sheet that summarizes business terms between Babylon and the affiliate and a mutual intention to create a commercial relationship.
Babylon. Ltd.
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