SUPER NATURAL FARMS REFERRAL PARTNERSHIP TERMS & CONDITIONS

WHEREAS, Affiliate desires to refer to SNF certain of its present and future customers (“Customers”) who may be interested in SNF Products and Services.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows.

  1. Referrals: In accordance with the terms and conditions of this Agreement, in the event Affiliate refers Customer(s) to SNF resulting in a Contract during the term of this Agreement, SNF shall pay to Affiliate a fee (hereinafter referred to as the “Referral Fee”) for each Referred Customer resulting in a Contract (hereinafter referred to as “Referred Customer”). To qualify for the Referral Fee, the Affiliate is responsible for meeting and confirming the following conditions for each Referred Customer:
    1. the Referred Customer was referred to SNF by Affiliate in a manner agreed upon by the parties, but at a minimum be named in a written communication delivered to SNF with a name and contact telephone number or e-mail address for the Referred Customer; where and
  1. the Referred Customer must not already be a client of SNF or its affiliates at the time of referral, and
  2. the Referred Customer must not already have been referred to SNF by another party, and
  3. SNF or any of its affiliates must not have already been actively involved in soliciting the Referred Customer or negotiating with the Referred Customer.

During the referral process, Affiliate shall make no promise, or create any impression with a prospective Customer to the effect that any Customer is or will be accepted or that an Agreement will be reached with SNF prior to review and acceptance by SNF.

  1. Relationship Between the Parties: Affiliate hereby agrees to exclusively work with and refer to SNF potential customers seeking a Wholesale, Retail, or white label CBD product from the SNF line of products. We agree that we are independent contractors, and that neither of us has any fiduciary duty to the other. We each acknowledge that the Commission provided for in this Agreement is the sole and exclusive compensation for our activities under this Agreement. Neither Party is the agent of the other. Neither Party may represent to any person that it has the power to bind the other on any service contract or other agreement or take any action reasonably likely to lead the public to believe that it is the agent or representative of the other.
  1. Referral Expiration: Each referral generated by Affiliate to SNF is only effective for a period of one hundred and eighty (180) days from the date of receipt of the referral from Affiliate. If an Agreement between Referred Customer and SNF is not reached for rendering of SNF Service within one hundred and eighty (180) day period, then the referral will expire and no longer be considered for commission even if an agreement is signed at a later date. The Affiliate may request, and extension of the expiration date based on valid business reasons however, granting of any extension is at the sole discretion of SNF.
  1. Referral Fees: The Referral Fee to be paid by SNF to Affiliate shall be calculated as set forth on Schedule A attached hereto. Such Referral Fees shall be calculated and paid by SNF on a calendar monthly basis.
  1. Referral Partner Requirements. You may make referrals on a routine and substantial basis, or only occasionally. Your Commission payable under the Super Natural Farms Referral Program is set forth on the Schedule A. For clarification purposes, only one referral will be paid per new client; and only one Commission level may be paid to any one affiliate per new Client.
  1. Registration. All Leads must be registered through SNF, electronically or otherwise, to be considered for commission and meet the required minimum terms as set out in Schedule A to be eligible for Commissions. To register a Lead, you must identify and register the Lead to SNF directly, until such time SNF develops the online Affiliate portal to register and obtain information regarding the Referral Program (“Affiliate Portal”). SNF will have ten (10) business days from receipt of a Lead to review each Lead to determine if the Lead qualifies as a potential Referral.

The “Referral” must be i) with a responsible party capable of entering into a binding contract with SNF, ii) is in need of a

ticketing/registration solution and iii) has expressed interest to see a demonstration of the SNF Product Line. SNF may refuse to qualify a Lead as a Referral if the Lead: (i) is the subject of a then-active direct sales effort by SNF or another SNF Affiliate; (ii) is the subject of a public request for proposal; (iii) is in SNF’s database; and (iv) is not a desirable SNF client for any reason, including but not limited to lack of creditworthiness, criminal background or similar history; or history of vexatious or opportunistic litigation, and (v) is or has been a SNF client. SNF has complete, final and sole authority and discretion to determine if a Lead qualifies as is a Ra Referred Customer.eferral. Affiliate cannot refer themselves as a Lead. Additionally, referrals cannot be an employee or principle of the Affiliate or an employee of SNF. SNF shall be responsible for the sales process to all Referrals, subject to the Affiliate’s’ continued good-faith cooperation in promoting the sales process to the Referral. Notwithstanding the foregoing, should SNF complete a sale to a potential Referred Customer that would otherwise be deemed to be eligible for the payment of a Commission but for SNF’s disqualification of the Referred Customer, upon request SNF shall provide Affiliate with a written statement detailing why the Referred Customer was ineligible for a commissionable sale.

  1. Payment Terms: Once a Referred Customer has paid SNF, such Commission shall become due and payable and shall be paid to Affiliate within thirty (30) calendar days after each calendar month provide-d that SNF’s invoices to the Referred Customer have been paid and received in full by SNF on invoices paid by New Client properly attributable to Affiliate. For sake of clarity, if SNF does not get paid by the Referred Customer for any reason, no payment will be made to Affiliate. Commissions shall be based on net revenues SNF receives from such New Client during the prior calendar month minus Exceptions (“Net Revenue”) as defined in the Schedule A. Affiliate agrees that SNF may deduct from any payments used to calculate Commission to Affiliate all unreimbursed costs SNF incurs; including: 1) credit card processing charges, 2) cancellations, credits and/or refunds, 3) charge-backs, 4) any fees associated with cancellations or credited transactions, 5) unreimbursed or non-recurring costs (such as any operational or development work, set up fees or bandwidth overages), 6) any upgrades on products and services, or 7) any sales taxes or like charges of governmental entities referred to SNF by Affiliate (collectively, “Exceptions”). SNF may deduct from your Commission or, at its option, require you to repay any amount paid to you as a Commission for a prior period if the amount on which the Commission was based is subsequently charged back, cancelled, credited or refunded for any reason. SNF shall have no obligation to you to pursue collection efforts against any of your New Clients. In addition, if you are also a client of SNF and have not timely paid your invoices for services we have provided directly to you, SNF may either hold Commission due to you under this Agreement until those invoices are paid, or deduct the fees for those services from the Commissions due to you under this Agreement. Commissions shall not be paid under the Referral Program on contracts for services to be used by you in your internal business operations. SNF is not obligated to pay any Commission that may otherwise be due until you have provided a complete IRS Form W-9, W-8BEN, ACH Authorization Form and/or other appropriate tax forms. Commission will not be provided in connection with any other discount, special offer or promotion.
  1. Taxes; Affiliate shall be responsible for payment of all taxes to which Referral Fees are subject to. Affiliate agrees to indemnify and hold SNF harmless against any taxes, including penalties, duties and interest levied by any Governmental entity on the Referral Fees.
  1. Referral Representatives: SNF shall have trained sales associates (“Representatives”) to accept referrals from Affiliate. SNF shall use commercially reasonable efforts to ensure prompt response by Representatives to Customer referrals.
  1. Acceptance Criteria: SNF shall review and evaluate each Customer referred for SNF Services under this Agreement. Based upon criteria established by SNF and in its sole discretion, SNF shall determine whether it shall accept a Customer and provide SNF Services in general and/or under the terms of this Agreement. SNF reserves the right to modify its acceptance criteria at any time without notice to Affiliate. SNF reserves the right to decline or accept Referred Customers based upon its own acceptance criteria.
  1. Reserved Rights of SNF:
    1. This Agreement shall in no way limit SNF’s right to sell directly or indirectly any SNF Services to any current or prospective interested Parties, including Customers.
    2. SNF reserves the right to apportion Referral Fees if another referring Affiliate, in addition to Affiliate, contributed to the close of an Agreement with a Referred Customer.
    3. Affiliate will receive Referral Fees on the SNF Services as outlined in Schedule A. Affiliate is not entitled to Referral Fees from any Services provided which are not detailed in Schedule A as eligible for Referral Fees to be paid to Affiliate.
    4. SNF reserves the sole right to set final prices with each Referred Customer.
  1. Representations and Warranties: You represent and warrant to SNF that: (i) all information you have provided and will provide in connection with this Agreement is true, correct, and complete, (ii) you have not been and are not currently the subject of any investigation or legal proceeding of any kind, particularly in relation to the unlawful trafficking of controlled substances at either the state or Federal level, spamming or the violation of any consumer protection or deceptive trade practices law or regulation, (iii) entering into this Agreement does not and will not violate any agreement or obligation existing between you and any third party, and (iv) you do not have any relationship with any competitive company or service with SNF, or, alternatively, you have notified SNF of such relationship and have been waived of any conflicts by SNF.
  1. Disclaimer of Warranties: Any warranty, if any, stated in a contract with a New Client hereunder shall be for the benefit of the client and not you. SNF makes no representation or warranty whatsoever to you regarding its technology or services. To the extent permitted by applicable law, SNF disclaims any and all warranties not expressly stated in this Agreement, including the implied warranties of merchantability, fitness for a particular purpose, freedom from viruses or other harmful elements, accuracy, reliability, availability, non-infringement, and timeliness.
  1. No Warranty: SNF MAKES NO WARRANTIES AND REPRESENTATIONS, AND EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT AUTHORIZED BY LAW ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF CLIENTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE WITH RESPECT TO THIS AGREEMENT
  1. Limitation of Liability: UNDER NO CIRCUMSTANCES SHALL SNF BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM FOR DAMAGES IS BASED, EVEN IF TS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NOTWITHSTANDING, IN NO EVENT SHALL SNF’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE REFERRAL FEES FOR THE TRANSACTION GIVING RISE TO THE CAUSE OF ACTION OR CLAIM. IN ANY EVENT, SNF’S LIABILITY TO AFFILIATE UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE AMOUNTS PAID TO AFFILIATE BY TS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
  1. Indemnification: Affiliate agrees to indemnify, defend and hold harmless Super Natural Farms, LLC and its directors, officers, employees, subcontractors, and agents thereof, from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, “Claims”) that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct arising from or connected with Affiliate’s carrying out of its duties under this Agreement, (ii) any guarantee, representation or warranty made by Affiliate to any Lead, Referral, New Client or other party not expressly authorized by Super Natural Farms, LLC or (iii) Affiliate’s breach of any of its obligations, agreements, or duties under this Agreement.
  1. Use of Marks/Names: Each party grants to the other party the right to use its names, logos, trademarks and service marks (collectively, “Marks”) as reasonably necessary to promote the services and products of the other party as contemplated by this Agreement Any written or visual materials that include the Marks of the other party shall be subject to such other party’s prior consent and approval prior to use. You may use only the information and materials provided by SNF to market the SNF Brand, Website, and Product Lines,as may be updated from time to time; unless we have reviewed your materials in advance and given written consent. All rights, title and interest in and to the Marketing Materials, all information relating to Leads and Referrals, the SNF Brand, Website and Product Line, and any additional intellectual or other property used by or on behalf of SNF, or otherwise related to SNF, (collectively, “SNF Materials”) shall be and remain the exclusive property of SNF; and no rights of ownership or conveyance, other than provided in the above Section 3.1, shall at any time vest with the Affiliate. To the extent, if any, that ownership of any SNF Materials does not automatically vest in SNF by virtue of this Agreement, you agree and hereby transfer and assign to SNF any and all rights and interest you may have in and to such SNF Materials, including any changes, modifications, additions or derivatives to the SNF Materials, including all Leads and Referrals furnished to SNF for purpose of promoting, marketing, advertising or using the SNF Name, Brand or Product Line. SNF may terminate this Agreement and your participation in the SNF Referral Program if any meaningful complaints naming SNF result from your marketing activities. In addition, you must conduct your activities in compliance with applicable laws and regulations, and you must not misrepresent SNF’s services or fees. Any marketing activities you undertake will be at your sole expense unless otherwise agreed in advance in writing. Neither of us may disparage the other in any manner nor engage in any conduct that is harmful to the reputation of the other.
  1. Ownership and Rights in Marks: Affiliate acknowledges that SNF owns their Marks, and SNF acknowledges Affiliate owns their Marks. The Parties rights to use the Marks of the other is derived solely from this Agreement and is strictly limited to the business contemplated by this Agreement. Parties agree that any resulting goodwill from the Parties usage of the other’s Marks shall accrue solely to the benefit of the owner. Parties acknowledge that this Agreement does not confer any goodwill or other interest in the Marks to the other Party. Parties shall not, either during or after this Agreement, contest the validity or ownership of the other party’s Marks.
  1. Confidential Information: Use of Confidential Information. Each party agrees not to use the other’s Confidential Information except in connection with the performance of this Agreement, the exercise of our respective legal rights under this Agreement, or as required by law. SNF may use your Confidential Information to the extent necessary to provide the services contracted for under a New Contract and as necessary to generally manage its business with respect to the provision of such services. The only exceptions are as follows: (i) to our respective service providers, agents, and representatives, provided that such service providers, agents, or representatives agree to confidentiality measures that are at least as stringent as those stated in this Agreement, (ii) to a law enforcement or government agency if requested, or if either of us reasonably believes that the other’s conduct may violate applicable criminal law; (iii) as required by law; or (iv) in response to a subpoena, court order or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven (7) calendar days prior to disclosing Confidential Information under this Subsection (or prompt notice if seven (7) calendar days advance notice is not reasonably feasible), unless the law forbids such notice. Neither party will make any public statements, press releases or other public announcements regarding the parties’ relationship and any terms and conditions under this Agreement without the prior written consent of the other party. Such consent shall not be unreasonably withheld.
  1. Non-Solicitation/Interference: For a period of twenty four (24) months or for as long as client is under contract or using SNF’s services; Affiliate shall not directly or indirectly, engage in any business activity (whether as an employee, proprietor, officer, director, agent, trustee, or partner) that knowingly: (a) induces or attempts to induce, any Client to modify or terminate Client’s pre-existing business with SNF if any such business exists, or (b) interferes with, disrupts or attempts to disrupt any present business relationship, contractual or otherwise, between SNF and any Client, known potential or future targeted client, third party vendor, consultant, agent or employee with respect to whom Affiliate is aware of the relationship with SNF. The Parties acknowledge that any breach of these provisions will cause immediate, irreparable and continuing damage to SNF for which there is no adequate remedy at law. In the event of any breach or violation or threatened breach or violation of this non-solicitation provision, SNF shall be entitled to temporary, preliminary and/or permanent injunctive relief and such other legal and equitable remedies as may be provided by applicable law, without the necessity of posting any bond or other security.
  1. Limited Non-Competition: For a period of sixty (60) months or for as long as client is under contract or using SNF’s services; neither party, nor any affiliate related to either Party shall attempt to duplicate, closely replicate, conduct marketing or brand analysis/metrics testing on brand formularies, recipes, re-naming, concentrate mixes, know-howon, narcotic effects, etc. Notwithstanding the prohibitions herein the parties agree that this clause’s purpose is to prevent the loss of confidential intellectual property such as client lists, cultivation techniques, business processes and the like, not to prevent an employee from working, but to secure the companies valuable property from unauthorized use.=, copy, steal, or reverse engineer any of the data, programs, processes (including sequencing of such), services, tools, technologies, systems, trademarks or Intellectual Property from the other party in an effort to compete directly or indirectly with SNF or in an effort to aid any third party in competing directly or indirectly with SNF. The foregoing shall survive the termination or expiration of this Agreement or any subsequent renewals, whichever is later.
  1. Non-Circumvention: For a period of sixty (60) months or for as long as client is under contract or using SNF’s services; neither Party shall circumvent the other party by directly or indirectly soliciting clients or in any way attempting to utilize any introductions, contacts, relationships, or arrangements of the other party for profit without providing the other party with reimbursement according to Schedule A of this Agreement during the course of this Agreement or any subsequent renewals, whichever is later. SNF is not obligated to Affiliate under this Agreement for any Customers SNF currently maintains a contract with, are currently negotiating with, or who SNF independent of Affiliate procures a relationship with for SNF Services.
  1. Term & Termination: This Agreement shall be effective as of the date executed by both parties below and shall continue in effect for an original term of two (2) years from date first indicated and shall be renewed without additional writings for one-year term(s) thereafter unless either party gives written notice of termination to the other party at least 90 days prior to the expiration of this Agreement or any renewal term. On the accounts brought in by the affiliate named in this agreement and closed by SNF (defined as under contract) commissions will continue to be paid as long as the account remains an active client of SNF for the term of their contract and for all renewal(s) as long as the affiliate remains an active participant in working with SNF to maintain the account and directly on the sale of any renewal(s). An active participant in working with SNF as an Affiliate is defined by a minimum of 3 net-new client contracts or 5,000 net new units sold from at least 1 net-new client contract; whichever comes first every 12 months. In the event that the affiliate no longer works with the account on behalf of SNF, commissions will end at the end date of any current contract term. Unless terminated for breach of this Agreement or termination by Affiliate, which will immediately cease all Commissions to Affiliate, on any accounts brought in by the affiliate named in this agreement and closed by SNF (defined as under contract) or those account(s) under development and listed in the SNF Sales system, and/or mutually confirmed via email. SNF reserves the right to solely change the commission schedule at any time in related to future business, BUT SNF agrees NOT to change the commission schedule related to those existing accounts as described in the Schedule A unless by mutual written and signed agreement for the specific account(s).
  1. Governing Law: This Agreement shall be governed by and construed in all respects in accordance with and under the laws of the State of Colorado without regard to the principles of conflicts of law. The provisions of this Agreement shall be deemed to be the result of arm’s length negotiations between and among the Parties and their respective counsel and it shall not be construed strictly for or against any Party.
  1. Entire Agreement: This Agreement, any Non-Disclosure Agreement, and the incorporated Schedules attached constitute the entire agreement between the Parties, and shall supersede the terms and conditions of any and all prior agreements, understandings, promises, representations, and writings made by either of the Parties to the other concerning the subject matter and the terms and conditions herein.
  1. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be enforceable, and all of which together shall constitute one agreement.
  1. Modification: The parties hereby agree that this document contains the entire agreement between the Parties and this Agreement shall not be modified, changed, altered or amended in any way except through a written amendment executed by the Parties hereto.
  1. Assignment: Neither parties may assign this Agreement without the other’s prior written consent, except to a subsidiary or an affiliate, or as part of a transaction by which all or substantially all of that Party’s assets are to a third party, in which case the Party assigning the Agreement shall provide written notification of such assignment to the other Party. Subject to the preceding sentence, this Agreement will inure to the benefit of the Parties’ successors and assigns.
  1. Notices: Notices under this Agreement must be given via e-mail, return receipt requested, and confirmed in writing via first class mail or by established and well-known express courier to the address for SNF appearing below, and to the address for Partner appearing on SNF’s Partner Program records. The addresses of the parties for purposes of this provision are:
    1. If to Affiliate:

Name: Address:  

Attention: Phone: Fax: E-Mail:  

    1. If to SNF:

Super Natural Farms, LLC 219 East Fontanero Street

Colorado Springs, Colorado 80907 USA Attention: Chad Harrison – Legal Department Phone: 303-898-5954

E-Mail: Chad@EnclaveLegalConsulting.com

  1. Termination of Existing Partnership Agreement: This Agreement supersedes any existing agreements between Affiliate and SNF in which SNF has agreed to pay you a Commission, or other benefits in exchange for your referral, marketing or resale services, and you hereby agree that any such existing agreement(s) are TERMINATED effective as of the effective date stated above. Your referrals occurring under any prior agreement will become subject to the terms of this Agreement on the effective date. By execution of this Agreement, you hereby waive any right to receive Commissions pursuant to any existing agreement for New Contracts occurring after the date hereof and waive any rights to notice set forth in any such existing agreement.
  1. Dispute Resolution: The Parties shall endeavor to resolve any difference of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such a significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of this provision, all Parties hereby agree to make themselves available to negotiate promptly and in good faith. If there is no resolution then the Parties agree that any dispute, claim, or action hereunder shall may be resolved exclusively by Arbitration as detailed below.
  1. Arbitration: All disputes that cannot be resolved pursuant to the Dispute Resolution process detailed above will beupon mutual agreement the dispute shall be submitted to and settled by final and binding Arbitration according to the rules of the American Arbitration Association, unless otherwise mutually agreed by the Parties. Any arbitration shall occur in El Paso County, Colorado by a single Arbitrator mutually selected by the Parties, and the law of the State of Colorado shall apply to all issues. The Arbitrator shall have binding authority to determine all issues arising out of this Agreement and to enter any legal, equitable, or restitution remedy, including injunction and/or restitution. The decision of the Arbitrator will be final and binding, and judgment on the award may- be entered in any court of competent jurisdiction. Fees and costs of Arbitration shall be initially born by the Parties equally. However, the Arbitrator shall, in addition to damages or other remedy, award to the prevailing party reimbursement of all Arbitration costs, and expenses, not including any Attorney’s Fees necessary to obtain judgment on or otherwise enforce the award.
  1. Limitation of Damages: SNF SHALL HAVE NO LIABILITY WITH RESPECT TO THE PLATFORMS OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF TS HAS BEEN ADVISED OF THE POSSIBILI-TY OF SUCH DAMAGES. IN ANY EVENT, SNF’S LIABILITY TO AFFILIATE UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE AMOUNTS PAID TO AFFILIATE BY TS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE-TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS
  2. Attorney Fees: In the event the above Dispute Resolution Policy does not produce a desirable result by the Parties and Arbitration or Court proceedings are commenced, the prevailing party shall be entitled to recover its expenses and costs, not including attorney and paralegal fees, in such amount as any Arbitrator or court of competent jurisdiction shall deem reasonable. Parties will each be responsible for their own attorney fees.
  1. Severability: If any section(s) or portion(s) thereof in this Agreement are held to be or declared void, invalid or illegal by law by any court of competent jurisdiction, the section(s) or portion(s) thereof shall be ineffective but shall not in any way invalidate or affect any other sections or portions thereof in this Agreement. The remaining sections and portions in this Agreement will continue in full force and effect and shall be interpreted so as to best effect the intent of the Parties in accordance with the applicable court ruling.
  1. Force Majeure: Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such Party.
  1. Waiver: Past waiver of one party of a breach by the other shall not constitute a waiver of any subsequent breach. Further, no right or claim arising out of a breach of this Agreement can be discharged in whole or in part by a waiver of the right or claim unless such waiver is in writing and signed by the aggrieved Party.
  1. Further Assurances: Parties agree, at their own expense, to execute, acknowledge, and deliver any further documentation reasonably requested or required by th-e other Party, and to take any other action consistent with the terms of the Agreement that may reasonably be requested or required by the o-ther Party, for the purposes of consummating the transactions contemplated by this Agreement.
  1. Final Agreement: This Agreement is the complete and exclusive agreement between the Parties regarding its subject matter and supersedes and replaces any prior agreement, understanding, or communication, written or oral.
  1. Miscellaneous: Except as expressly set out otherwise, this Agreement may be amended only by a formal written agreement signed by both parties. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement. There are no third-party beneficiaries to the Agreement. In the event any term of this Agreement is held unenforceable by a court having jurisdiction, the remaining portion of the Agreement will remain in full force and effect, provided that the Agreement without the unenforceable provision(s) is consistent with the material economic incentives of the parties leading to the Agreement. By providing the information requested below and signing this document, authorizes SNF, LLC to ACH to the Affiliate’s account below monies due and payable to Affiliate as well as ACH funds due and payable to SNF in accordance with the Affiliate agreement between Affiliate and SNF.

41) Survival: Sections 2, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 39 and 40 along with this section and all other sections that by their nature are intended to survive expiration or termination of the Agreement shall survive any termination or expiration of this Agreement in accordance with their respective terms.

42) Authority: Each person signing below warrants and represents that he or she has full authority to enter into this Agreement, and that all representations and warranties in this Agreement are true and correct.

SCHEDULE A

Referral Fees for “SNF Services” are defined below for Referred Customers referred directly to SNF by Affiliate under the terms and conditions of this Agreement and shall be calculated as stated below for SNF Services provided for Referred Customers less all third-party costs directly passed through to Referred Customers. As a SNF Referral Partner, defined when Affiliate refers Customers to SNF as a warm lead and have SNF’s sales team profile, sell, and close the client; SNF will bill for and collect funds for Affiliates. Services rendered and pay out to Affiliate according to this Schedule A and in return, Affiliate will receive amounts specified from the participating services below. These amounts are to be paid in regards to the initial contract, which is negotiated between the Referred customer and SNF. If during the term of the initial Agreement between SNF and the Referred Customer the pricing for SNF Services are revised and reduced, then the Referral Fees paid to Affiliate shall be reduced, effective the date of the contractual change, according to the percentage reduction of the revision and reduction for SNF Services. SNF Affiliate Commissions below are based upon the Master Affiliate only. IF the Master Affiliate has sub-affiliates involved in the transaction, and wants SNF to pay out the sub-affiliates out of the Master’s earned commissions, Master Affiliate must have sub-affiliates sign a Referral Partner Agreement and W9 as well as Master Affiliate is responsible to tell SNF in writing what % of total commissions below each sub-affiliate should receive on each deal.

Commission Structure:

Setup Fees or Deposits: Affiliate will be paid 15% of all net profit to SNF from setup fees and deposits. Net is the total minus any hard costs for credit card processing, chargebacks and refunds.

Online or Physical, Wholesale, Retail or White-label Product Sales Commission Structure:

Commission for Affiliate If there is a Sub Affiliate or Override
15% 10% to Affiliate and 5% to Override (Master Affiliate)

*If Master and Sub Affiliate agree to split the total 15% differently that is up to them to mutually agree.

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