Agreement - Partner Portal

Referral Agreement

AFFILIATE AUTHORIZATION AGREEMENT

This agreement is between LiveHelpNow (“Company”) and the referral partner (“Affiliate”) and establishes the terms and conditions for participation in the Company Affiliate Program (the “Program”). By completing and submitting this partner application, Affiliate agrees to the following:

Relationships

Affiliate is an independent contractor who recommends Company products and services. Affiliate is not an agent or legal representative of Company for any purpose, and has no authority to act for, bind, or commit Company.

Term, Limitations, Termination

The term of this Agreement is twelve (12) months from the date of application acceptance by Affiliate and Company. This Agreement shall automatically renew on each subsequent year for a one-year term unless it is terminated earlier in accordance with this Agreement.

Company or Affiliate may terminate this Agreement without cause at any time upon thirty (30) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.

Affiliate understands and agrees to the following causes for immediate termination:

Affiliate cannot sell, advertise, or engage in pornography, phishing scams, spamming, illegal business practices, or that include any material infringing on National or International Copyright.
No coupon sites allowed (either as an Affiliate, or posted on coupon sites), and no purchasing AdWords’, etc. that include the Affiliate link (only organic links from Affiliate’s own website, social media accounts, forums, or emails are acceptable).
Affiliate will not promote with any type of mass email spam. Newsletters, social posts, etc., using your own registered users are not considered spam.

Company may, from time to time, give Affiliate written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement ten (10) days from the date of the notice unless otherwise specified in the notice.

Use of Company Trademarks

Affiliate acknowledges the following:

Company owns all right, title, and interest in the Company names and logotypes.
Company is the owner of certain other trademarks and trade names used in connection with certain product lines and software.
Affiliate will acquire no interest in any such trademarks or trade names by virtue of this Agreement, its activities under it, or any relationship with Company.

During the term of this Agreement, Affiliate may indicate to the trade and to the public that it is an authorized affiliate of Company. Affiliate may also use the Company trademarks and trade names to promote Company products if done so in strict accordance with Company guidelines. Affiliate will not adopt or use such trademarks or tradenames, or any confusingly similar word or symbol, as part of its company name or allow such marks or names to be used by others.

At the expiration or termination of this Agreement, Affiliate shall immediately discontinue any use of the Company and Company names or trademarks or any other combination of words, designs, trademarks or trade names that would indicate that it is or was an authorized affiliate of Company.

Proprietary Information

Company and Affiliate shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without the permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for three (3) years beyond the expiration, non-renewal or termination of this Agreement.

This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to Company. Affiliate shall not have any right to manufacture Company products.

Warranty Disclaimers

The warranty terms and conditions for the sale of products will be as specified in the Company Standard Terms and Conditions of Sale (EULA). In no event shall Affiliate make any representation, guarantee or warranty concerning Company or any Company product or service except as expressly authorized in writing by Company.

EXCEPT AS SPECIFICALLY PROVIDED IN THE EULA, COMPANY MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL COMPANY BE LIABLE TO AFFILIATE OR ANY OTHER PARTY FOR (I) ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (II) ANY AGGREGATE DAMAGES IN EXCESS OF ONE THOUSAND DOLLARS, EVEN IF COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.

Affiliate Fees

The Company pays Affiliate fees for a sale of Company products or services, based on the final sales price (less taxes if applicable), during the first twelve (12) months, so long as the prospect is not already a customer of the Company or has not already been referred previously by another Affiliate.

Affiliate can refer a prospect via the online referral form, or the prospect can be referred to the Company (typically a landing page) using the assigned Affiliate’s link code—where a cookie (valid for 30 days—must use the same browser from link to retain cookie) will automatically track the referral and provide credit.

Affiliate is paid based on the final sale amount (list price less any potential discounts). The minimum accrued balance must be $25 or higher before a payout is sent.

Affiliate commissions are typically processed and paid within 30 days of the customer’s payment.

Company may also provide additional incentives or commissions as part of promotions (details contained within the promotion).

Affiliate Commission Amounts

Unless you have received written notice otherwise, Company pays 10% commission of the final price for the first-year revenue. The company may also provide additional incentives or commissions as part of promotions (details contained within the promotion). Affiliate may choose to pass the commission onto their referred client as a price discount for the first year of service following the Company policy.

Affiliate News

By becoming an affiliate, you agree to receive emails from the Company. These may contain important information about the affiliate program, existing or new products, and promotional ideas.

Rejection of Affiliate Application

The Company reserves the right to reject an Affiliate application for any reason.

Jurisdiction

Pennsylvania state law governs this agreement. This agreement is the entire agreement and may be amended only by the parties to it. All notices must be sent via certified mail, or by email (if the receiving party acknowledges receipt).

By submitting the Affiliate application, you acknowledge that you have read the terms and conditions, understand, and agree with them.

Reseller Agreement

RESELLER AUTHORIZATION AGREEMENT

This Agreement is between LiveHelpNow, LLC (“COMPANY”) and the reseller (“Reseller”) and establishes the terms and conditions for Resellers participation in the LiveHelpNow Reseller Program (the “Program”). Under the Program, LiveHelpNow will provide marketing and promotional support to Reseller as specified in this Agreement related to Reseller’s purchase and license of LiveHelpNow products for resale.

1. Reseller Qualification
1.1 In order to ensure adequate technical and marketing support to end-users, eligibility to resell LiveHelpNow products is subject to meeting authorization requirements as described in the Program Materials (the elements and general policies are contained within the reseller portal site). These Program Materials contain a detailed description of the benefits to a Reseller as well as the requirements of a Reseller under this program. Reseller will not sell LiveHelpNow products without arranging for adequate post-sales support.

2. Relationships
2.1. Reseller is an independent contractor engaged in purchasing LiveHelpNow products for resale or recommendations to its customers. Reseller is not an agent or legal representative of LiveHelpNow for any purpose, and has no authority to act for, bind, or commit LiveHelpNow.

2.2. Reseller has no authority to make any commitment on behalf of LiveHelpNow with respect to quantities, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications. Reseller has no authority to modify the warranty offered with LiveHelpNow products. Reseller will indemnify LiveHelpNow from liability for any modified warranty or other commitment by Reseller not specifically authorized by LiveHelpNow.

2.3. Reseller will not represent itself in any way that implies Reseller is an agent or branch of LiveHelpNow. Reseller will immediately change or discontinue any representation or business practice found to be misleading or deceptive by LiveHelpNow immediately upon notice from LiveHelpNow.

3. Term, Limitations, Termination
3.1. The term of this Agreement is twelve (12) months from the date of acceptance by Reseller and LiveHelpNow. This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement.

3.2. LiveHelpNow or Reseller may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.

3.3. LiveHelpNow may, from time to time, give Reseller written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice.

3.4. Upon expiration, non-renewal or termination of this Agreement, all interests in accrued marketing funds (if any) will automatically lapse–it does not affect any existing outstanding amounts due.

4. Reseller Programs
4.1. LiveHelpNow Reseller program will contain various participation levels. LiveHelpNow will invite Reseller from time to time to participate in the co-operative advertising, market development and promotional programs offered by LiveHelpNow as defined in the Program Materials. Reseller may, at its option, participate in such programs during the term of this Agreement. LiveHelpNow reserves the right to terminate or modify such programs at any time at its sole discretion.

4.2. Reseller shall exert best efforts to market LiveHelpNow products, and is able to use promotional materials supplied by LiveHelpNow.

4.3. As defined in the Program Materials, Reseller shall have sufficient technical knowledge of the LiveHelpNow products in general, and will have access to appropriate LiveHelpNow sales and technical training.

4.4. LiveHelpNow does not represent that it will continue to develop any particular item or model of product or service indefinitely or even for any specific period. LiveHelpNow specifically reserves the right to modify any of the specifications or characteristics of its products, to remove any product from the market, and/or to cease manufacturing or supporting it.

4.5. Reseller is expected and encouraged to advertise and promote the sales of LiveHelpNow products through all appropriate media including trade show exhibits, catalogs, and direct mailings, space advertising, educational meetings, sales aids, etc. LiveHelpNow must approve all original materials that use LiveHelpNow name or trademarks (aside from modifying existing LiveHelpNow supplied template materials). LiveHelpNow will assist Reseller in advertising and promoting LiveHelpNow products in accordance with LiveHelpNow policy.

5. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL LiveHelpNow BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.

6. Use of LiveHelpNow Trademarks
6.1. Reseller acknowledges the following:
6.1.a. LiveHelpNow owns all right, title and interest in the LiveHelpNow names and logotypes.
6.1.b. LiveHelpNow is the owner of certain other trademarks and tradenames used in connection with certain product lines and software.
6.1.c.Reseller will acquire no interest in any such trademarks or tradenames by virtue of this Agreement, its activities under it, or any relationship with LiveHelpNow.

6.2. During the term of this Agreement, Reseller may indicate to the trade and to the public that it is an Authorized Reseller of the LiveHelpNow products. Reseller may also use the LiveHelpNow trademarks and trade names to promote and solicit sales or licensing of LiveHelpNow products if done so in strict accordance with LiveHelpNow guidelines. Reseller will not adopt or use such trademarks or tradenames, or any confusing word or symbol, as part of its company name or allow such marks or names to be used by others.

6.3. At the expiration or termination of this Agreement, Reseller shall immediately discontinue any use of the LiveHelpNow and LiveHelpNow names or trademarks or any other combination of words, designs, trademarks or tradenames that would indicate that it is or was a reseller of the LiveHelpNow products.

7. Product Warranty
7.1. The warranty terms and conditions will be as specified in the LiveHelpNow products or service Standard Terms and Conditions of Sale (EULA).

7.2. LiveHelpNow WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Software
8.1 The software license terms will be specified in LiveHelpNow Standard Terms and Conditions of Sale and any Software Maintenance Agreement entered into by the parties.

9. Proprietary Information
9.1 LiveHelpNow and Reseller shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for three (3) years beyond the expiration, non-renewal or termination of this Agreement.

9.2 This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to LiveHelpNow. Reseller shall not have any right to manufacture LiveHelpNow products.

10. Export Controls
Regardless of any disclosure made by Reseller to LiveHelpNow or Distributor of an ultimate destination of LiveHelpNow products, Reseller shall not export, either directly or indirectly, any documentation, LiveHelpNow products, or system incorporating such LiveHelpNow products to any locations on the excluded export list. Following are the locations: None at present.

11. Compliance with Laws
Reseller agrees to comply with all laws and regulations that are applicable to the business that Reseller transacts. Reseller agrees to indemnify and hold LiveHelpNow harmless for all liability or damages caused by Resellers failure to comply with the terms of this provision.

12. Government Contract Conditions
In the event that Reseller elects to sell LiveHelpNow products or services to the Government (national, regional or local), Reseller does so solely at its own option and risk, and agrees not to obligate LiveHelpNow as a subcontractor or otherwise to the Government. Reseller remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the Government. LiveHelpNow makes no representations, certifications or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statutes and regulations.

13. Miscellaneous
Notices under this Agreement must be sent by telegram, telecopy, registered or certified mail, or e-mail if receipt of e-mail is acknowledged to the appropriate party at its location submitted during the reseller application (or to a new address if the other has been properly notified of the change). A notice will not be effective until the addressee actually receives it.

This Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement. Pennsylvania state law governs this Agreement without consideration to that body of law referred to as “conflicts of laws”. LiveHelpNow and Reseller will attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and a spirit of mutual cooperation. Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.

Commission or margins are reviewed in discussions, but are sent within the official approval email.

White Label Agreement

WHITE LABEL PARTNER AGREEMENT

This Agreement (“Agreement”) is between LiveHelpNow, LLC (“Company”) and the White Label Partner (“Partner”) using the name and address submitted when completing the partner application.

Whereas, Company sells HelpSquad services that help businesses manage chat 24/7.

Whereas, Company desires to engage the Partner for the purposes of marketing and selling HelpSquad Services; and

Therefore, in consideration of the following conditions set for the in this Agreement, the parties agree to the following.

DEFINITIONS

“Customer” means a licensee or end user of Company Products who acquires such products and associated services solely for its internal use.

“Limited Warranty Statement” means Company’s then-current warranty from LiveHelpNow to Customers.

“Maintenance/Support” means Company’s maintenance/technical support services for a LiveHelpNow Product, Ordered by Partner and provided by Company to Partner or Customer pursuant to Company’s then-current maintenance/technical support policies and processes.

“Product” means HelpSquad 24/7 live chat services in Exhibit A. Company may add to, delete from, or otherwise modify the Products on the Product List at any time. Stand-alone Company software is not included in the White Label program.

“Trademark(s)” means the word mark or the Company logo, the applicable Company Product trademarks and any other trademarks and service marks adopted by Company to identify its products and services, including HelpSquad products and services.

“Term” means the term of this Agreement as set forth in Section 6 hereof.

“White Label” means the rebranding of Company Products, specially HelpSquad, to include specific Partner logo/branding solely for the intended use as set forth in this Agreement.

APPOINTMENT AND DISTRIBUTION RIGHTS

2.1 APPOINTMENT. Company hereby appoints Partner, and Partner accepts such appointment, to act as a non-exclusive Partner of Products.

2.2 DISTRIBUTION. Subject to Partner’s compliance with this Agreement, Company grants the non-exclusive, non-transferable right during the Term to acquire and resell Company Products to Customers. Company reserves the right to distribute its Products directly and indirectly through all channels, including, through original equipment manufacturers, Partners, other distributors, and/or integrators.

PRODUCT TERMS

3.1 PRODUCT AVAILABILITY Company Products available for distribution by the Partner are outlined in Exhibit A. Company and the Partner shall mutually agree to any modifications made to Exhibit A during the Term of the Agreement. Company is not obligated to offer future products, maintenance/support, or professional services on the same terms and/or conditions stated in this Agreement.

3.2 WHITE LABELING. Partner will make available to Company all necessary logo and branding details and upon request provide high-resolution digital files to enable Company to complete rebranding of the Products for Partner use in accordance with this Agreement. Partner agrees to appoint a resource to engage directly with Company to be trained in and support the planning, execution and user acceptance testing for the rebranded Products prior to making the Products available to its Customers.

3.3 PRICING. The price paid by the Partner to Company for Products is set forth in Exhibit A. Company shall have the right, at any time, to change, alter, or amend Product prices upon 30-day written or electronic notification. However, customers already under agreement shall continue with the then current contractual price.

3.4 SETUP. To enable customers’ use of the product, Partner must complete and submit setup forms electronically to Company.

3.5 SERVICE LEVEL AGREEMENT. Company shall ensure that its service remains active and online for at least 99% of the time. From time to time, the service may be taken offline for maintenance or service enhancements. At its discretion, Company may include new features, services or enhancements to the Product. Company is under no obligation to provide new features, services or enhancements. However, software repairs will be handled in the ordinary course of Company’s maintenance process.

3.6 PRODUCT SUPPORT. Partner will provide implementation services, product support and training to its Customers’ by phone, email and/or live chat to address all inquiries. Company will provide Partner with product support as needed by phone or email.

ORDERS AND PAYMENT

4.1 ORDERS. Orders shall be submitted on the partner portal and be subject to acceptance by Company. The terms and conditions of each order shall be as provided by this Agreement.

4.2 FULFILLMENT. Fulfillment of orders constitutes customer setup and training and login information if required. Fulfillment shall generally be provided within 1 – 3 business days from order request. Orders shall include all necessary information to setup a Customer (which includes, but not limited to, customer name, website, email address, Frequently Asked Questions, payment information).

4.3 PAYMENT. Payment will be provided by Partner to Company via credit card through Company’s subscription management system.

4.4 TAXES, TARRIFS, FEES. Company’s prices do not include any national, state or local sales, use, value added or other taxes, customs duties, or similar tariffs and fees which Company may be required to pay or collect upon the sale or delivery of Company Products or upon collection of the sales price. Should any tax or levy be made, the Partner agrees to pay such tax or levy and indemnify Company for any claim for such tax or levy demanded. The Partner represents to Company that all Company Products acquired hereunder are for redistribution in the ordinary course of the Partner’s business, and agrees to provide Company with appropriate resale certificates and other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any such taxes or fees. If the Partner is required by law to withhold taxes on payments made to Company under this Agreement, then the Partner must: (i) provide Company with official receipts reflecting the actual amount of taxes withheld, which are adequate for Company to receive credit for such taxes paid; and (ii) minimize withholdings to the extent legally allowed, in order to protect Company’s exposure to the limitation imposed by the government authorities for such credit. If the Partner fails to provide Company with such tax payment receipts, if applicable, then the Partner shall reimburse Company for any fines, penalties, taxes, and other governmental charges resulting from such failure.

PARTNER’S OBLIGATIONS

5.1 MARKETING DEVELOPMENT. Partner will actively market and advertise the Products consistent with Partner’s marketing plans and strategies. Unless expressly granted, Partner may not use Company’s name, graphics, logo, Company branded marketing materials or website.

5.2 PARTNER COVENANTS. Partner will: (i) conduct business in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of Company and its Products; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Company or Company Products; (iii) make no false or misleading representations with regard to Company or Company Products; (iv) not publish or employ, or cooperate in the publication or employment of, any unlawful, misleading or deceptive advertising material, practice or transmission with regard to Company or Company Products; and (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of Company Products that are inconsistent with the literature distributed by Company and/or about Company products.

5.3 USE OF TRADEMARKS AND PROPRIETARY NOTICES. During the term of this Agreement, Partner may not use the trademarks, trade names, logos and designations used by Company for Company Products.

TERM AND TERMINATION

6.1 TERM. Subject to the terms within this agreement, this Agreement shall commence on the Effective Date and continue perpetually.

6.2 TERMINATION WITHOUT CAUSE. Partner or Company may terminate this Agreement without cause, at any time, by written notice to the other party not less than thirty (30) days prior to the effective date of termination. All unfilled orders pending at the time of the date of such notice of termination shall be deemed canceled, and Company and Partner hereby waive all claims against the other in connection with the cancellation of such orders.

6.3 TERMINATION FOR BREACH. Company may terminate this Agreement, for cause, by written notice to Partner not less than ten (10) days prior to the effective date of such notice in the event that: (i) Partner fails to pay past due invoices within forty-five (45) days after notice that invoices are past due; (ii) Partner fails to resolve and remove from Company unauthorized debits after a remedy period of 15 business days from date of debit, (iii) Partner violates any other material provision of this Agreement; or (iv) control of Partner is acquired, directly or indirectly, by a third party, or Partner is merged with a third party. Upon giving its notice of termination, Company may alter its terms of sale, including credit terms, and take such other action as may be consistent with the termination of Partner as an authorized Company Partner.

6.4 TERMINATION FOR INSOLVENCY. At the option of Company or Partner, this Agreement shall terminate immediately if: (i) a receiver is appointed for the other party or its property; (ii) the other party becomes insolvent or unable to pay its debts as they mature or ceases to pay its debts as they mature in the ordinary course of business, or makes an assignment for the benefit of creditors; (iii) any proceedings are commenced by or for the other party under any bankruptcy, insolvency or debtors’ relief law; (iv) any proceedings are commenced against the other party under any bankruptcy insolvency or debtor’s relief law, and such proceedings have not been vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other party commences to dissolve under applicable corporate law statutes. In this event, Company may exercise its right to suspend and/or engage Customers directly as outlined in section 3.3 (PAYMENT).

6.5 TERMINATION/EXPIRATION ACCOUNTING. All amounts payable by Partner to Company shall survive termination and become immediately due and payable. All monthly subscriptions shall survive and remain payable by Partner to Company in accordance with the payment terms outlined in this Agreement.

6.6 SURVIVAL. The following clauses survive the termination and/or expiry of this Agreement: Clause 5.3 (Use of Trademarks and Proprietary Notices), Clause 8 (Limitation of Liability), Clause 9 (Confidentiality), Clause 10.2 (Governing Law), Clause 10.4 (Modification and Waiver), and Clause 10.7 (Limitation of Action).

WARRANTY

7.1 CUSTOMER WARRANTY. Company provides a Disclaimer of Warranties Statement to Customers on its website. Partner will make available to Customers a copy of the Disclaimer of Warranties Statement and will not make any representations or statements inconsistent with such Disclaimer of Warranties Statement.

7.2 EXPRESS DISCLAIMER. Company MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE Products, EXCEPT AS SET FORTH ABOVE. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED.

LIMITATION OF LIABILITY.

EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT SHALL Company, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SERVICE AND/OR ITS CONTENTS BE LIABLE TO YOU FOR ANY PERSONAL INJURY OR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR LOSS OF DATA OR PROPERTY) ARISING FROM OR RELATED TO THIS AGREEMENT AND/OR THE USE, RELIANCE ON OR TRANSFER OF ANY PROPERTY, SERVICE, INFORMATION OR DATA PROVIDED OR MADE ACCESSIBLE UNDER THIS AGREEMENT, EVEN IF Company OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY OR DAMAGES. NOT WITHSTANDING THE ABOVE, ANY DAMAGES ASSESSED SHALL BE LIMITED TO A SINGLE MONTH’S COST OF SERVICE PROVIDED TO PARTNER FOR THE PRODUCT.

CONFIDENTIALITY. (a) The parties agree to maintain the confidentiality of information relating to Partner pricing, products, trade secrets, sales data, and other business information shared by the parties and not generally known to the public which is identified as confidential at the time of disclosure or any information that should, under the circumstances surrounding disclosure, reasonably be treated as confidential (“Confidential Information”). The parties shall use the same means it uses to protect its own confidential proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of: such information. These restrictions shall not apply to information that the Receiving Party can document is: (i) already in the possession of or known by the Receiving Party, (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party, (iii) lawfully received from a third party without restriction on use or disclosure if, to the Receiving Party’s knowledge, such third party had the legal right to disclose such information, (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, (v) pre-approved in writing by the Disclosing Party for disclosure, or (vi) disclosed as required by law, governmental agency or rule, or court order, so long as the party required to disclose the information provides the other party with timely prior notice of such requirement where permitted. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement and may only provide such Confidential Information to its respective directors, employees and advisors who have a “need to know” such Confidential Information. Upon completion or termination of this Agreement or the written request of the Disclosing Party at any time, the Receiving Party shall, within five (5) business days from such completion, termination or request, return all copies of Confidential Information to the Disclosing Party or certify, if so requested, in writing that all copies of Confidential Information have been destroyed; except for material reasonably required to be maintained by counsel.

(b) The parties recognize that a breach of the provisions of this Section would cause irreparable injury to the Non-Breaching Party; therefore, in the event any party breaches or threatens to breach the provisions of this section, the other party, in addition to any other remedies it may have, shall be entitled to seek preliminary and permanent injunctive relief without the necessity of posting a bond.

GENERAL

10.1 ASSIGNMENT. Neither party may assign, delegate, or transfer the Agreement or any of its rights or duties hereunder, without the prior written consent of the other party. Any attempted assignment or delegation in violation of this section shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Notwithstanding the foregoing, Company may assign its rights and duties hereunder in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, or sale of all or substantially all the assets of Company.

10.2 GOVERNING LAW. This Agreement shall be governed by the laws of the State of

Pennsylvania (other than its conflicts of law principles), excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in Bucks County, PA. The prevailing party in any action under this agreement shall be entitled to recover its reasonable attorneys’ fees, costs and expenses.

10.3 INDEPENDENT CONTRACTORS. In performing their respective duties under this Agreement, each of the parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the power to bind the other party or incur obligations on the other party’s behalf without the other party’s prior written consent.

10.4 MODIFICATION AND WAIVER. No modification to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.

10.5 NOTICES. Any required or permitted notices hereunder must be given in writing at the address of each party set forth below, or to such other address as either party may substitute by written notice to the other in the manner contemplated herein, by one of the following methods: authenticated email, hand delivery; registered, express, or certified mail, return receipt requested, postage prepaid; or nationally-recognized private express courier. Notices will be deemed given on the date received.

10.6 SEVERABILITY. If for any reason any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

10.7 LIMITATION OF ACTION. Any legal action arising out of this Agreement shall be barred unless commenced within one (1) year of the act or omission giving rise to the action. Such limitation shall not apply to any actions asserted against Partner by Company arising from any delinquencies in payment for Products.

10.8 ENTIRE AGREEMENT. This Agreement and the exhibits attached hereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede any prior agreements between the parties with respect to such subject matter.

Exhibit A, which contains the pricing and margins, is not public. It is provided after partner application is accepted.

Telephone

Email

Address

Business Hours