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Affiliate Referral Agreement / Partner Program This is a program for individuals and businesses (called “Partners”) desiring to partner with InFormMe LLC (called “InFormMe”) in the promotion of the rental cellular phones for use in Jamaica or other countries where rental phones are offered by InFormMe. Approved partners will receive commissions based on the rental revenue received by InFormMe from customers referred InFormMe or its website in accordance with the following terms and conditions. Additionally, Partners who have website for their own business may set up links to InFormMe’s website site as a benefit for their customers and potential customers. THE TERMS & CONDITIONS OF THE FINAL AFFILIATE REFERRAL AGREEMENT WITH PARTNER ARE MUTUALLY AGREED TO BE CONFIDENTIAL AND EACH PARTY AGREES TO MAINTAIN SUCH TERMS AND THE RATE OF COMMISSIONS CONFIDENTIAL DURING THE TERM OF THIS AGREEMENT AND ANY EXTENSION. 1. Upon Partner’s agreement to the terms of this agreement by checking the box accepting the terms & conditions of partnership, the Partner will be provided a “Promo Code” which will track each Cellular rental order directly resulting from the Partner’s referral. Cellular rental orders placed with InFormMe or its website which do not indicate the Partner’s Promo Code on order, will not be subject to commission payment to Agent. 2. While the agreement between the Partner and InFormMe is in effect and subject to its terms and conditions, InFormMe agrees to pay Partner, as a commission, the agreed percentage of all rental revenues collected from each InFormMe customer renting of a Cellular phone as the direct result of Partner’s referral as identified with Partner’s Promo Code. The commission applies only to rentals received by InFormMe and will not apply to amounts received for taxes, shipping, insurance waiver, and replacement costs for phones and accessories not returned, including processing fees and deposits to secure their return. Unless otherwise agreed in a separate agreement, this is not a pay-per-click commission agreement and none will be paid. THE AGREED RATE OF COMMISSION WILL BE PROVIDED TO PARTNER BY EMAIL AFTER PARTNER’S ACCEPTANCE OF THE TERMS & CONDITIONS OF THIS AGREEMENT. 3. The commissions owing to Partner will be paid on rental revenues received during a calendar month. Payment will be made by company check and mailed by ordinary rates with the US Postal Service on or before the 15th of the next month. 4. InFormMe and Partner are independent contractors, and nothing in this agreement shall be construed to create any joint venture, agency, franchise, partnership, sales representative, employment relationship, or the relationship of principal and agent between the parties. All orders for Cellular phones shall be taken by and placed solely with InFormMe. Partner is not authorized and shall have no authority, express or implied to quote prices or to terms or to bind InFormMe to any contract or agreement. In the event any payments for cellular rental service or its equipment is received by Partner, all such payments shall be the property of InFormMe and shall be promptly turned over to InFormMe without any withholdings or deductions. 5. All copyrighted material and all service marked and trademarked names and logos used or owned by either shall remain the exclusive intellectual property of the respective originating or issuing party. No transference of intellectual property ownership or conveyance of rights to use such intellectual property is intended or conferred in this Agreement. Notwithstanding the foregoing reservation of ownership, while this agreement is in effect, each party shall be allowed to display the other’s registered logo or business name in its printed material or on an icon linking their website to the other party’s website. Upon termination of agreement or earlier written request by the owning party, the other party shall immediately remove such logo or name from its website or other material and discontinue its use. 6. It is the full responsibility of the Partner to market InFormMe products and services in a legal, ethical and honest fashion and according to the information obtained directly from InFormMe or InFormMe’s web site (www.inFormMe.com). Partner will not engage in any unlawful conduct in the marketing and promotion of InFormMe products and service. Partner agrees to indemnify, defend and hold harmless InFormMe, its officers, managers, directors, members, and representatives from any and all liabilities, claims or causes of action arising from or related to actions or omissions of Partner and Partner’s marketing and promotional programs. Each respective party shall be responsible for its own actions and omissions arising from or related to its business and agrees to indemnify, defend, and hold harmless the other party, its officers, managers, directors, members, and representatives from any and all claims, legal actions, damages, or liabilities arising out of or incurred from the day-to-day operations of the indemnifying party. 7. NO WARRANTIES, EXPRESS OR IMPLIED, OF FITNESS OF PURPOSE OR OTHERWISE ARE GIVEN OR MADE BY EITHER PARTY AS TO THIS AGREEMENT AND FOR THE SERVICE PROVIDED OR EQUIPMENT RENTED BY INFORMME, INCLUDING ANY AND ALL OBLIGATIONS OR LIABILITIES ON THE PART OF INFORMME FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE OR AVAILABILITY OF THE EQUIPMENT. UNDER NO CIRCUMSTANCES WILL InFormMe BE LIABLE WHETHER IN TORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTIAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE OR OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE PRODUCTS AND SERVICES SOLD, RENTED OR OTHERWISE DISPERSED FROM InFormMe. 8. InFormMe reserves the right to amend the terms of this agreement by giving the other party(s) at least 30 days prior written notice, along with an explanation for the change. 9. Partner cannot assign this agreement or any interest in this agreement. 10. This agreement shall be for a period of one year from date of acceptance and from month to month thereafter until terminated in writing or by inactivity from any referral by Partner for more than Twelve (12) months. Notwithstanding the agreed duration, either party may terminate this agreement by giving the other 30 days prior notice. In the event of material breach of this agreement by the other party, the terminating party shall have the right to terminate this agreement immediately upon giving notice. 11. This agreement shall be governed by and construed under the internal laws of the State of Texas without regard to conflict of laws. In the event of a dispute, the parties mutually agree that the venue shall be any state or federal court of competent jurisdiction located in the county of Harris, Texas. 12. This is the entire agreement between the parties replacing all others, written or verbal, and can only be changed or amended by mutual agreement signed by each party or by electronic email. receipt which has been acknowledged.
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