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Referral Partners

Legal Disclaimer

By clicking the "i accept" button displayed as part of the signup process, you agree to the following terms and conditions (the "agreement") governing your application to masterkey’s referral partner program (the "program"). in the event masterkey accepts your application to the program, you agree that the following terms and conditions shall apply.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. if you do not have such authority, or if you do not agree with these terms and conditions, you must select the "i decline" button and may not participate in the program. the "effective date" of this agreement shall be the date of your acceptance.

This Masterkey Referral Partner Agreement (“Agreement") includes the terms and definitions set out below, the Masterkey Referral Partner Program (the “Program" policies referenced in this Agreement, and any additional written terms posted on the Program web site related to the benefits you receive from Masterkey under this Agreement. This Agreement is not effective unless and until Masterkey notifies you in writing (including via email) that you have been accepted by the Program. If accepted, Masterkey will notify you. If accepted into the Program, you will be designated by Masterkey into a Program Type. Where this Agreement refers to Program Benefits or services offered by Masterkey or Masterkey technology to you if applicable to your Program Type, such Program Benefits or services apply to you only if Masterkey has notified you of your acceptance into the applicable Program Type. As referred to in this Agreement, "Masterkey" means Masterkey Supreme Ltd., (by and through its successors in title and interest), a Limited Liability Company incorporated under the laws of British Virgin Islands.

1. Definitions

“Application" means the means the software application known as “MASTERKEY"(which shall include, without limitation, any future Updates, Derivative Works and the Program Documentation).

“End User" means a third party that is licensed to use the Application for its own business operations or is targeted as an Opportunity for such licensing.

"Opportunity" means, in Masterkey's reasonable determination a referral of a new Masterkey End User customer, or a new subsidiary, division or other distinct business unit of a pre-existing Masterkey End User customer.

“Order Form" means the Masterkey form of ordering document for one or more types of Program Benefits.

“Payments" means payments contemplated on the Program Site.

“Program Benefits"means compensation provided by Masterkey or Masterkey technology to you as defined on the Program Site.

“Program Policies" means the aggregate of policies and documentation describing the Program, Program Types, Program Benefits, and other policies governing your participation in the Program, as set forth on the Program Site.

“Program Type" means the referral partner program that has a particular scope and particular set of Program Benefits, as set forth in this Agreement and the Program Site.

“Program Site" means the website at location:
/legal/partner-policy.aspx

"Qualified Purchase" means, in Masterkey's reasonable determination, a lead or a referral that has a successful conclusion as contemplated under this Agreement.

2. Program Overview

Your application for membership to the Program consists of this Agreement together with a completed application packet prepared by you. The application packet consists of an online application form completed by you, together with applicable supporting documentation as specified in the application form. Your membership in the Program is subject to your continued adherence to the Program Policies for the Program.

Each wholly and majority owned subsidiary that desires to be included in your membership in the Program must complete its own application for membership. Following processing of a wholly or majority owned subsidiary’s application by Masterkey, such subsidiary shall be notified as to whether such subsidiary has qualified. Each subsidiary shall receive the Program Benefits associated with the Program Type into which such subsidiary has qualified.

Following Partner’s notification of acceptance by Masterkey into the Program, provided that Partner continuously meets the Program entry and qualification criteria as published by Masterkey on the Program Site, Partner shall receive during the term of this Agreement all of the Benefits specified for the applicable Program Type in the Program Policies published by Masterkey. These Benefits are subject to change in Masterkey’s discretion. The Program policies, incorporated in this Agreement, are subject to change in Masterkey’s discretion and may contain additional terms. Notwithstanding anything to the contrary in this Agreement, if Partner fails to continuously meet any applicable qualification criteria, Masterkey may in its sole discretion reclassify Partner to a different Program Type, in addition to any other remedies available to Masterkey.

3. Referral Payments

If accepted into the Program, Masterkey will pay you a referral fee for each Opportunity you submit to Masterkey that results in a Qualified Purchase as contemplated on the Program Site..

(a) Referral Fees

Unless otherwise specified in the Program Policies for your Program Type, for each Opportunity that you submit to Masterkey that results in a Qualified Purchase, Masterkey will pay you a referral fee, in an amount and manner specified on the Program Site..

(b) Payments

Masterkey will be solely responsible for billing customers of the Service and collecting payment. Masterkey will pay fees owed to you for any Qualified Purchase within 30 days after the end of the Quarter in which the referred customer’s Application service start date commenced pursuant to that Qualified Purchase. Masterkey will provide a summary report with each payment showing how the payment was calculated. If either party determines an error was made in the calculation of payment, each party agrees to work diligently and in good faith to resolve the error and to ensure proper payment is made.

If for any reason a payment is made to you in error, or in the event a referred customer fails to make a required payment of first-year subscription fees to Masterkey for a Qualified Purchase within 30 days after the payment due date, or if the applicable customer agreement is terminated before the expiration of its stated term, Masterkey shall be entitled to a refund of the corresponding payments made to you. Masterkey may, at its sole discretion, offset such refundable amounts against fees owed to you by Masterkey hereunder, or invoice you for such refundable amounts. Any such invoiced amounts are due and payable by you within 30 days after the invoice date. If you refund fees to Masterkey because of a referred customer’s nonpayment, and Masterkey later collects the corresponding fees from such customer, Masterkey will repay you the applicable fee for such Qualified Purchase less a deduction to cover one-half of Masterkey’s collection and administrative costs, such deduction not to exceed one-half of the fee to which you would otherwise have been entitled. Masterkey's right to a refund with respect to any Qualified Purchase shall expire 90 days after the one-year anniversary of the subscription start date of that Qualified Purchase.

(c) Opportunity Submission

Upon completion and submission of an enrollment application and Masterkey's acceptance of Partner’s participation in the Program, Partner will receive via email a link and Partner must complete and submit deal (lead) registrations online for each Opportunity. Masterkey then will qualify the Opportunity and notify Partner via email of its approval or rejection of such Opportunity. If the parties exchange information regarding Opportunities through the Partner Portal, both parties agree to use the information therein solely for purposes related to this Agreement. In submitting personal data regarding an opportunity, Partner is responsible for complying with all applicable laws governing Partner’s collection, storage, processing, use and transfer of such information. Partner authorizes Masterkey to process such data as reasonably required to exercise its rights and perform its obligations under this Agreement. Masterkey will process and use personal data in accordance with the instructions received from Partner, and will not process or use such data in a manner different from that necessary to carry out Masterkey’s obligations under this Agreement, provided however, that Masterkey may be required to provide personally identifiable information to third parties to comply with legally mandated reporting, disclosure, or other legal process requirements. As the data provider, Partner warrants that it has provided all appropriate notices to the data subjects and has obtained all appropriate consents to transfer the data to Masterkey and allow its processing according to the terms of this Agreement.

4. Training

(1) Sales Presentation

Masterkey will conduct one initial sales presentation session on the Application via online conferencing and/or in person presentation for you, the timing to be mutually determined by the parties. Your sales representatives or other appropriate personnel will be trained on the general value proposition and positioning of the Application and the process for submitting leads to Masterkey.

Your sales representatives generating leads for the Application must be reasonably capable of effectively delivering the Masterkey value proposition and must be generally knowledgeable about the Application and its interface, advantages and high-level functionality.

As Masterkey upgrades the Application, your sales representatives and other personnel may be asked to undergo further training to become proficient in generating leads based on the Application’s new features and functions. You and your personnel agree to make reasonable, good faith efforts to participate in such further training.

You agree to use reasonable efforts to advise Masterkey of any demonstrations required to market the Application to prospective customers.

5. Application Licenses

In no event shall you (i) license, sublicense, sell, resell, transfer, assign, distribute or (except as provided in this Agreement) otherwise commercially exploit or make available to any third party the Application in any way; (ii) modify or make derivative works based upon the Application; (iii) create Internet "links" to the Application or "frame" or "mirror" it on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Application for the purpose of (a) building a competitive product or service, (b) building a product using similar ideas, features, functions or graphics of the Application, or (c) copying any ideas, features, functions or graphics of the Application.

6. Online Training

If available and applicable to your Program Type, you will be provided with access to online training.

7. Technical Support

The technical support from Masterkey for online lead registration and online lead tracking will be provided as and when available and applicable.

8. Marketing Services

Your use of the Masterkey marketing programs, marketing materials, and marketing tools, which are further defined in the Program Policies (“Marketing Services"), shall be subject to the terms below, any terms posted on the Program Site and Masterkey’s marketing guidelines.

9. Trademark License

Subject to your acceptance by Masterkey for membership into the Program, each party hereby grants to the other a worldwide, nonexclusive, nontransferable, non-sublicenseable, royalty-free license to use, in your case, "Masterkey" and the associated logo and, in Masterkey's case, your company name and the associated logo (collectively, "Marks") solely in connection with each party's rights, duties and obligations under this Agreement.

Any use of Marks shall be in accordance with the granting party's reasonable trademark usage policies, (Masterkey’s trademark usage policies can be found at /media/usage.aspx) with proper markings and legends, and subject to granting party's prior written approval. The granting party may withdraw any approval of any use of its Marks at any time in its sole discretion.

Any use of Marks shall be in accordance with the granting party's reasonable trademark usage policies, (Masterkey’s trademark usage policies can be found at /media/usage.aspx) with proper markings and legends, and subject to granting party's prior written approval. The granting party may withdraw any approval of any use of its Marks at any time in its sole discretion.

Each party acknowledges that the other party's Marks are and shall remain Marks of the other party. Neither party shall gain any right, title or interest with respect to the other party's Marks by use thereof and all rights or goodwill associated with the other party's Marks shall inure to the benefit of the other party.

10. Ownership and Restrictions

Masterkey retains all ownership and intellectual property rights to anything developed by Masterkey and/or delivered to you by Masterkey under this Agreement, including without limitation the Application and all Marketing Services (collectively the “Masterkey Property").

You may not:

Remove or modify any program markings or any notice of Masterkey’s or its licensors proprietary rights;

Make the Application, any materials delivered hereunder, or any materials resulting from the services available in any manner to any third party for use in the third party’s business operations, other than as expressly permitted in the Program Policies for your Program Type;

Cause or permit reverse engineering (unless required by law for interoperability), disassembly, decompilation of the Application;

Use the Masterkey Property in a manner that misrepresents your relationship with Masterkey or is otherwise misleading or that reflects negatively on Masterkey;

Use or duplicate the Masterkey Property provided to you for any purpose other than as specified in the Program Policies or in this Agreement or make the Masterkey Property available to unauthorized third parties; or

Use the Masterkey Property for your own internal business operations, or use the Masterkey Property or make the Masterkey Property available in any manner to any third party for use in the third party’s business operations or for any other commercial or production use, other than as expressly permitted in the Program Policies for your Program Type.

11. Warranties; Disclaimers and Remedies

MASTERKEY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE APPLICATION, WHICH IS PROVIDED SOLELY IN ACCORDANCE WITH THE TERMS OF A SUBSCRIPTION AGREEMENT BETWEEN MASTERKEY AND AN END USER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAW, INCLUDING WITH RESPECT TO VALIDITY, NON-INTERRUPTION, ERROR-FREE OPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN NO EVENT WILL MASTERKEY BE LIABLE TO YOU OR TO ANY OTHER INDIVIDUAL OR ENTITY AFILIATED WITH YOU FOR ANY CLAIM, LOSS OR DAMAGE ARISING OUT OF THE OPERATION OR AVAILABILITY OF THE SERVICE.

12. Relationship of the Parties

This Agreement does not create a partnership (notwithstanding any use of the term partner by the parties, which if used is meant only to convey a spirit of cooperation between the parties), joint venture, agency, employee/employer, lobbyist/lobbyist employer relationship, or franchisee/franchisor relationship between the parties. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. Nothing in this Agreement shall be construed to limit either party’s right to independently develop or distribute products that are functionally similar to the other party’s products, so long as proprietary information of the other party is not included in such products or used to create such products.

13. Term, Termination and Renewal

This Agreement shall remain in effect for 1 year from the date of notification to you of your acceptance as a member of the Program. If either of us breaches a material term of this Agreement and fails to correct the breach within 60 days of written specification of the breach, the other party may terminate this Agreement. If Masterkey ends this Agreement as specified in this paragraph, you must pay within 30 days all amounts which have accrued prior to such end. If the breach is of a nature which cannot be corrected, we each agree to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in breach of this Agreement, you may not use the Masterkey Property.

Upon termination or expiration of this Agreement, you shall cease to be a member of the Program and all of your rights to receive the Program Benefits detailed in this Agreement and the Program Policies and to use the Masterkey Property shall cease. Upon termination or expiration of this Agreement you shall cease using, and shall return or destroy, all copies of the applicable Masterkey Property and shall return, destroy, or refrain from using any information regarding marketing or sales opportunities provided by Masterkey.

This Agreement shall automatically renew at Masterkey’s standard terms and any applicable fees in effect at such time unless a party gives the other party written notice at least 30 days prior to its expiration. Provisions that survive termination or expiration include those relating to limitation of liability, payment, and others which by their nature are intended to survive.

Upon dissolution of your business, the filing of a voluntary or involuntary petition in bankruptcy by you or on your behalf, or termination or expiration of this Agreement, you agree to return or destroy and refrain from using any information regarding marketing and/or sales opportunities that has been provided to you.

14. Confidentiality

By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information"). Neither party shall use or disclose any Confidential Information (defined below) of the other party for any purpose outside the scope of this Agreement, except with the other party's prior written consent. Each party shall protect the other party's Confidential Information in a manner similar to its own Confidential Information of like nature (but in no event using less than reasonable care). In the event of an actual or threatened breach of a party's confidentiality obligations, the non-breaching party shall have the right, in addition to any other remedies available to it, to seek injunctive relief, it being specifically acknowledged by the breaching party that other remedies may be inadequate. "Confidential Information" means all proprietary or confidential material or information disclosed orally or in writing by the disclosing party to the receiving party, including the terms and conditions of this Agreement, that is designated as proprietary or confidential or that reasonably should be understood to be proprietary or confidential given the nature of the information and the circumstances of the disclosure; provided, that Confidential Information shall not include any information or material that: (i) was or becomes generally known to the public without the receiving party's breach of any obligation owed to the disclosing party; (ii) was or subsequently is independently developed by the receiving party without reference to Confidential Information of the disclosing party; (iii) was or subsequently is received from a third party who obtained and disclosed such Confidential Information without breach of any obligation owed to the disclosing party; or (iv) is required by law to be disclosed (in which case the receiving party shall give the disclosing party reasonable prior notice of such compelled disclosure and reasonable assistance, at disclosing party's expense, should disclosing party wish to contest the disclosure or seek a protective order).

15. Entire Agreement

You agree that this Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in an URL or referenced policy), together with any applicable additional written terms posted on the Program Site related to the Masterkey Property or any applicable Order Form, are the complete Agreement for the Masterkey Property and your membership in the Program, and that this Agreement supersedes all prior or contemporaneous Agreements or representations, written or oral, regarding the Masterkey Property and your membership in the Program. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. It is expressly agreed that the terms of this Agreement and any Order Form with Masterkey shall supersede the terms in any purchase order or other non-Masterkey ordering document and no terms included in any such purchase order or other non-Masterkey ordering document shall apply to the Program or to any products and/or services ordered. This Agreement and any Order Form with Masterkey may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the Program Site by authorized representatives of you and Masterkey. Any notice required under this Agreement shall be provided to the other party in writing, in the case of Masterkey by first class mail to:

Channel Partner Manager
Masterkey Computer Systems LLC
P.O. Box 333415
Dubai, UAE

16. Limitation of Liability

In no event shall Masterkey, its parent, licensor, affiliates or subsidiaries or their respective directors, officers, shareholders, employees, agents or servants be liable to You or any third party for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use, goodwill, costs of procuring other goods and services or other economic advantage) arising out of, or in any way connected with this Agreement, the Software, the Master Key Technology or the provision of any training, product support or other services, including but not limited to the use or inability to use the Software, the Master Key Technology or for any data obtained from or through the Software, any interruption, inaccuracy, error or omission.

17. Indemnification

In no event shall Masterkey, its parent, licensor, affiliates or subsidiaries or their respective directors, officers, shareholders, employees, agents or servants be liable to You or any third party for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use, goodwill, costs of procuring other goods and services or other economic advantage) arising out of, or in any way connected with this Agreement, the Software, the Master Key Technology or the provision of any training, product support or other services, including but not limited to the use or inability to use the Software, the Master Key Technology or for any data obtained from or through the Software, any interruption, inaccuracy, error or omission.

(a) Indemnification by Masterkey

Masterkey shall defend, indemnify and hold you harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against you by a third party alleging that the use of the Application as contemplated hereunder infringes the intellectual property rights of a third party; provided, that you (a) promptly gives written notice of the Claim to Masterkey; (b) gives Masterkey sole control of the defense and settlement of the Claim (provided that Masterkey may not settle or defend any Claim unless it unconditionally releases you of all liability); and (c) provides to Masterkey, at Masterkey's cost, all reasonable assistance.

(b) Indemnification by you

Subject to this Agreement, you shall defend, indemnify and hold Masterkey harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with Claims made or brought against Masterkey by a third party alleging that any data entered by you into the Application, or your use of the Application in violation of this Agreement or the Program Policies, infringes the intellectual property rights of, or has otherwise harmed, a third party; provided, that Masterkey (a) promptly gives written notice of the Claim to you; (b) gives you sole control of the defense and settlement of the Claim (provided that you may not settle or defend any Claim unless it unconditionally releases Masterkey of all liability); and (c) provides to you, at your cost, all reasonable assistance.

18. General

This Agreement shall be governed by laws of England and Wales, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of courts of England and Wales.

This Agreement may not be assigned by you without the prior written approval of Masterkey but may be assigned without your consent by Masterkey to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Masterkey directly or indirectly owning or controlling 50% or more of you shall entitle Masterkey to terminate this Agreement for cause immediately upon written notice.

Except for actions for nonpayment or breach of Masterkey’s proprietary or intellectual property rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued.

You confirm that prior to entering into this Agreement you have read the Program policies on the Program Site and agree to the terms and conditions set out in those policies. You agree that you will visit the Program Site on a regular basis so that you are aware of any changes Masterkey may make to those policies from time to time.

You warrant that you have the authority to bind your wholly and majority owned subsidiaries to the terms of this Agreement and further warrant that you shall be responsible for a breach of such terms by your wholly and majority owned subsidiaries.

Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 90 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for services provided.

You agree to comply with all applicable laws and regulations applicable to your use of the services or the materials provided to you under the Program. You agree that no data, information, program and/or materials resulting from such services or materials will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws.

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