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ClearSale Referral Program - Terms and Conditions

These terms and conditions, together with the Referral Agreement, constitute a binding legal agreement between You (either as an individual or entity, hereinafter, “You”) and CLEARSALE, LLC (“ClearSale,” “We,” or “Us”).

WHEREAS, Referral Party desires to refer certain entities to ClearSale to purchase fraud prevention services and other products and services offered by ClearSale (such services and products referred to hereinafter as the "Offerings"); and WHEREAS, ClearSale desires to provide such Offerings to Prospective Merchants who enter into an agreement with ClearSale. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency which is hereby acknowledged, the parties agree as follows:

1) Referral Process: The Referral Process includes the following steps, each of which is wholly dependent on the success of the prior step.

Prior to making any referrals, the prospective Referral Party must submit this Agreement with a minimum of one (1) director level signature from person(s) authorized to bind Referral Party’s U.S. business entity prior to referring any client. After prospective Referral Party receives a copy of the fully executed Agreement, it may commence referring Referred Clients (as hereinafter defined).

As used herein, the terms (as hereinafter defined) Referred Client, Valid Referred Client, Taken Referred Client, Accepted Referred Client, Denied Referred Client, Expired Referred Client, and Installed Referred Client may be individually or collectively referred to herein as “Referred Client(s)”.

Exhibit A is attached hereto and made part hereof. EXHIBIT B contains definitions of all capitalized terms used herein.

Step 1: Multiple Referral Verification

Referral Party submits the name of Referred Client and ClearSale decides whether the Referred Client is a Taken Referred Client or Valid Referred Client:

Upon identifying a Referred Client (the “Referred Client(s)”), Referral Party will submit the name of the Referred Client and ClearSale will then inform Referral Party if the Referred Client is a Taken Referred Client or a Valid Referred Client, as hereinafter defined.

(a) If the Referred Client has already been referred to ClearSale by a different referral party, ClearSale will notify Referral Party that such Referred Client is taken (“Taken Referred Client”). This means the Referred Client is already taken by a different referral party. If and until such time as Referred Client is not a Taken Referred Client, Referral Party shall have no rights or claims of any kind resulting from any type of relationship between it or ClearSale and the Referred Client, nor shall ClearSale have any obligations to Referral Party or Taken Referred Client in connection therewith.

(b) If the Referred Client is not a Taken Referred Client and meets all of the other eligibility criteria set forth herein, ClearSale will notify Referral Party in writing that the Referred Client is a Valid Referred Client (“Valid Referred Client”).

Step 2: Referral Qualification/Acceptance

Referral Party submits the Referred Client to ClearSale using the following form, unless ClearSale expressly agrees otherwise in writing: http://offer.clear.sale/referral-form-clearsale-0

In order to qualify as a potential Accepted Referred Client (as hereinafter defined), unless ClearSale expressly agrees otherwise in writing, Referral Party must be able to arrange a direct, personal introduction to an individual with sufficient position, authority and/or influence and information within the organization of the Referred Client that it is reasonable to assume that such person’s support would result in a sales agreement between the Referred Client and ClearSale (a "Sales Agreement").

ClearSale decides whether submission of Valid Referred Client will be a Declined Referred Client or an Accepted Referred Client:

After the Referral Party provides ClearSale with the Referred Client, ClearSale shall notify Referral Party if ClearSale accepts the Valid Referred Client. ClearSale may, in its sole discretion, either accept or decline any Referred Client or Valid Referred Client. ClearSale may (but is not obligated) to take into account the following factors when determining whether to accept or decline a Valid Referred Client: (i) whether ClearSale has enough information about the Valid Referred Client; (ii) whether the Valid Referred Client is applicable to the correspondent services; (iii) if ClearSale has already delivered a financial quote to the Valid Referred Client; (iv) if the Valid Referred Client’s contact information is generic or public; (v) if a previous referral of the Valid Referred Client has already been submitted by a different Referral Party and is not expired.

(a) If ClearSale declines the Valid Referred Client, ClearSale shall notify the Referral Party that such Valid Referred Client is a Declined Referred Client (a “Declined Referred Client”). In such case, Referral Party shall have no rights or claims of any kind resulting from any type of referral or relationship between it or ClearSale and the Referred Client, nor shall ClearSale have any obligations to Referral Party or Declined Referred Client in connection therewith.

(b) If ClearSale accepts the Valid Referred Client, such Valid Referred Client shall thereafter become known and referred to hereinafter as an “Accepted Referred Client”. The Accepted Referred Client shall be exclusively connected with the Referral Party that submitted the Accepted Referred Client for the number of months set forth in the Standard Conditions or applicable Promotional Conditions on the Referral Agreement (such number of months referred to herein as the “Accepted Period”) and subject to change in Clearsale’s sole discretion. The Accepted Period shall begin as soon as ClearSale notifies the Referral Party that the Valid Referred Client is an Accepted Referred Client.

If the Accepted Referred Client does not become an Installed Referred Client (as hereinafter defined) within the applicable Accepted Period, the Accepted Referred Client will become an Expired Referred Client (as hereinafter defined), and Referral Party will have no rights or claims of any kind resulting from any type of relationship between it or ClearSale with the Referred Client or the referral thereof, nor shall ClearSale have any obligations to Referral Party or Referred Client in connection therewith. Such Expired Referred Client may be referred to ClearSale by a different referral party.

Referral Party Supports Clearsale’s Sales Process:

Referral Party shall, as soon as practical, arrange an introductory meeting (or if that is not practical, an introductory teleconference or video conference) between the Accepted Referred Client and ClearSale in which, if ClearSale so requests, Referral Party will participate.

Step 3: Referral Installation

Accepted Referred Client may or may not become an Installed Referred Client:

(a) If Referral Party’s Accepted Referred Client does not (i) sign a Sales Agreement with ClearSale and (ii) commence chargeable transactions with ClearSale within the Accepted Period, then the Accepted Referred Client will (1) not become an Installed Referred Client, (2) cease to be exclusively connected to the Referral Party, (3) become an Expired Referred Client (“Expired Referred Client”), and (4) Referral Party will have no rights or claims of any kind resulting from any type of relationship between it or ClearSale and the Referred Client or the referral thereof, nor shall ClearSale have any obligations to Referral Party or Referred Client in connection therewith. Such Expired Referred Client may be referred to ClearSale by a different referral party.

(b) If Referral Party’s Accepted Referred Client (i) signs a Sales Agreement with ClearSale, and (ii) commences chargeable transactions with ClearSale within the Accepted Period (such acceptance and commencement to be known as an “Accepted Referral”), then such Accepted Referred Client will thereafter become known and referred to hereinafter as an “Installed Referred Client” and the Referral Party may be eligible to receive Referral Fees connected therewith as defined in Section 2 herein below.

Except as specifically provided herein, nothing in this Agreement shall be construed as limiting in any manner either party’s marketing or distribution activities or its appointment of other dealers, distributors, licenses, agents or representatives of any kind.

2) Referral Fees:

a) ClearSale shall owe Referral Party a referral fee (the "Referral Fee") based on the amounts paid by the Referred Client to ClearSale, during the first 12-month period from the date of the operation's start with ClearSale, actually collected during the Referral Fee Period (as set forth in the Referral Agreement) for each Installed Referred Client.

b) The Referral Fee amount owed is pursuant to the Standard Conditions (“Standard Conditions”) and/or applicable Promotional Conditions (“Promotional Conditions”) of the Referral Party (as further described on the Referral Agreement), at the time that each Referred Client becomes an Installed Referred Client.

c) The Referral Fee may include a one-time payment fee to Referral Party. Referral fees for each installed Referred Client will be calculated quarterly (in increments of three (3) months) commencing on the first date that Referred Client becomes an Installed Referred Client.

d) For purposes herein, the amount of time that ClearSale is obligated to pay the Referral Fee to the Referral Party (based on the Standard Conditions and applicable Promotional Conditions) shall be known as the “Referral Party Compensation Period”.

e) The Referral Party Compensation Period shall commence on the date ClearSale receives chargeable transactions from the Installed Referred Client after the effective date of the Installed Referred Client’s Sales Agreement with ClearSale.

f) Notwithstanding the foregoing, in Clearsale’s sole discretion, the Referral Party and ClearSale may agree to substitute the Referral Fee compensation payment with another kind of benefit, only by written agreement between the Referral Party and ClearSale.

g) All payments to Referral Party shall be in United States Dollars unless ClearSale and Referral Party agree otherwise in writing.

h) No Referral Fee shall be owed to Referral Party unless (i) a Sales Agreement for Clearsale’s Offerings is executed with an Installed Referred Client as the direct result of the specific set of discussions between ClearSale and the Installed Referred Client that started with the introduction arranged by Referral Party, and (ii) ClearSale receives chargeable transactions from the Installed Referred Client.

i) No Referral Fee shall be owed to Referral Party unless Referral Party complies with all its obligations set forth in this Agreement.

3) Responsibilities of ClearSale:

a) ClearSale will maintain sole and exclusive control of the sales process with respect to the Offerings and the Referred Clients.

b) ClearSale will provide the Offerings to Referred Clients at rates determined by ClearSale in its sole discretion. ClearSale reserves the right to change or modify the design of, change the price of, or discontinue any of the Offerings at any time.

c) ClearSale shall be responsible for the installation of all purchased software, training and service related to each Referred Client.

d) ClearSale shall compensate Referral Party via the Referral Fee.

e) ClearSale shall pay the Referral Fee on a calendar quarterly basis and shall owe the Referral Fee only for quarters in which the Referral Fee equals $50.00 or more.

f) ClearSale shall provide Referral Fee with a compensation report (the "Compensation Report") in connection with the payment of the Referral Fee.

4) Responsibilities of Referral Party:

a) Referral Party shall refer Referred Clients to ClearSale for the Offerings pursuant to the terms of this Agreement and the instructions set forth in EXHIBIT A, Referral Party Guidelines.

b) Referral Party shall promote and refer to ClearSale as the provider of the Offerings.

d) Referral Party shall not provide Referred Clients with any documentation related to the Offerings, including, but not limited to, an application for the Offerings, a Sales Agreement for the Offerings, pricing information related to the Offerings, or any other documentation related to the Offerings, except if authorized by ClearSale in writing.

e) Referral Party shall provide ClearSale with all information reasonably necessary to contact Referred Clients.

f) Referral Party shall forward all inbound inquiries from Referred Clients about the Offerings to The Referenced Company.

g) Referral Party shall identify ClearSale as its strategic partner or other similar titled entity in customer packets or similar promotional materials.

h) Referral Party shall avoid deceptive, misleading or unethical practices that are, or are reasonably likely to be, detrimental to ClearSale or the Offerings, including, but not limited to, public disparagement of ClearSale, its employees, directors, contractors or agents, or any of the Offerings.

i) Referral Party shall make no representation, promise or guarantee about any future action of ClearSale or any future feature or characteristic of any of the Offerings without first receiving permission to do so from ClearSale in writing.

j) Referral Party shall notify ClearSale in writing of any dispute regarding the Referral Fee or the Compensation Report within sixty (60) days of receiving the Compensation Report. Referral Party’s failure to notify ClearSale of any error or dispute regarding the Referral Fee or the Compensation Report within sixty (60) days of receipt of the Compensation Report shall forever waive and bar the dispute or any claim with respect thereto.

k) Referral Party shall comply with all applicable federal, state and local statutes, laws, ordinances and regulations
(“Laws”) in the performance of its duties under this Agreement.

l) Any materials utilizing Clearsale’s trademarks, trade identities or copyrights or making reference to ClearSale or its products or Offerings shall require Clearsale’s prior written approval, not to be unreasonably withheld, conditioned or delayed.

5) Term and Termination of Agreement:

a) This Agreement shall become effective upon mutual execution by both parties hereto and shall remain in full force and effect for the period described in the Referral Agreement (“Term of Agreement” or “Term(s)”).

b) This Agreement shall automatically renew for consecutive Terms described in the Referral Agreement thereafter unless either party gives written notice to the other of its intent not renew at least thirty (30) days prior to the expiration of the then-current Term.

c) Upon termination or expiration of this Agreement for any reason whatsoever: (i) all rights and hereunder shall terminate;

(ii) Referral Party will cease promoting the Offerings and referring customers/prospects to ClearSale;

(iii) if the applicable Referral Fee period extends beyond the date of expiration or termination of this Agreement, ClearSale will continue to pay Referral Party the applicable Referral Fee; (iv) Referral Party shall return to ClearSale or certify in writing to ClearSale that it has destroyed all documents and other tangible items it or its employees or agents have received or created pertaining, referring or relating to any Confidential Information (as hereinafter defined); and (v) if termination is due to a breach by Referral Party, no further Referral Fee shall be paid to Referral Party.

6) Indemnification:

Referral Party will indemnify, defend and hold ClearSale and its parents, subsidiaries and affiliates harmless, including their respective directors, officers, employees (collectively, the "Indemnified Parties") and agents, from and against any liability, loss, claim, demand, cost or expense, (including, but not limited to, reasonable attorney's fees), imposed or claimed against the Indemnified Parties (i) as a result of Referral Party’s breach of this Agreement, or (ii) in connection with Referral Party’s performance under this Agreement.

7) Disclaimer and Limitation

EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF CLIENTABILITY, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, FREEDOM FROM DEFECTS, UNINTERRUPTED USE, OR FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES BASED UPON COURSE OF DEALING OR TRADE USAGE. EXCEPT WITH RESPECT TO INDEMNIFICATION OR BREACH OF CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE OR LOSS OF DATA, NOR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OR CAUSE OF ACTION WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.

8) Independent Contractor Relationship:

It is mutually understood and agreed that in the performance of its duties hereunder, Referral Party is at all times serving as an independent contractor. Referral Party shall pay all taxes that may be owed on any compensation earned hereunder. Referral Party shall not be considered to be an agent or employee of ClearSale for any purpose and Referral Party shall not be eligible to participate in any benefits ClearSale provides for its own employees. Referral Party does not have the authority, right or ability to bind or commit ClearSale in any way (including, without limitation, by accepting orders) or to sell any Offerings and will not attempt to do so or imply that it may do so.

9) Enforcement:

Should it be necessary for ClearSale to enforce its rights under this Agreement in any legal action, Referral Party agrees to reimburse ClearSale for all costs and expenses, including reasonable attorney's fees, as a result of such legal action.

10) Confidentiality:

Referral Party agrees that it will not divulge or disclose any Confidential Information without the written consent of ClearSale.

No party will obtain any proprietary rights to any Confidential Information of another party. “Confidential Information” means all proprietary, secret or confidential information or data relating to ClearSale and its affiliates, subsidiaries, employees, products or services, clients, customers, potential customers, Referred Clients, or the Offerings.

Confidential Information shall include proprietary information of card associations, pricing information, Client applications, Client agreements, Client accounts and records, customer lists, cardholder account numbers, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement.

Information shall not be considered Confidential Information to the extent, but only to the extent, that such information: (i) is already known to Referral Party free of any restriction at the time it is obtained; (ii) is subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) becomes publicly available through no wrongful act of Referral Party; (iv) is independently developed by the Referral Party without reference to any Confidential Information of the other; or (v) is required to be disclosed by law.

11) General:

a) Each party represents and warrants to the other that it: (i) has all requisite corporate power and authority to enter into this Agreement; (ii) is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that the same do not and will not conflict or cause a default with respect to its obligations under any other agreement; (iii) has duly executed and delivered this Agreement; and (iv) this Agreement is enforceable against it in accordance with its terms.

b) This Agreement may not be amended, modified or waived except in writing signed by ClearSale and Referral Party.

c) Each party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”) in writing and addressed to the other party at the addresses set forth immediately below (or to such other address that may be designated by the receiving party from time to time in accordance with this subsection). Each party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party and (b) if the party giving the Notice has complied with the requirements of this subsection.

d) Referral Party may not assign any rights or delegate any duties hereunder except as expressly provided herein and any unauthorized assignment shall be null and void. Failure of any party to exercise or enforce its rights hereunder shall not be deemed a waiver.

e) This Agreement and all matters related thereto shall be construed in accordance with the laws of the State of
Florida, without regards to conflicts of laws principles.

f) Any action or proceeding arising out of or related to this Agreement shall be brought exclusively in a court located in Miami-Dade County, Florida.

g) Each party expressly consents to the jurisdiction of such courts. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior communications and agreements written or oral with respect thereto.

h) This Agreement shall inure to the benefit of each party and its respective successors in interest and permitted assigns.

i) The delay or inability of a party to perform its obligations hereunder when required (other than financial obligations including payment of amounts due), if caused by events of Force Majeure, as defined herein, shall not constitute a breach or default and shall not subject such party to liability to the other so long as such Force Majeure event exists.

Force Majeure events shall include, without limitation, civil disturbances, epidemics, natural disasters, wars, acts of terrorism, acts of God and all other such events outside the control of the parties that make it impossible for one party to comply with its obligations hereunder.

j) If any provision of this Agreement is deemed illegal, the invalidity of such provision will not affect any of the remaining provisions, and this Agreement will be construed as if the illegal provision is not contained in the Agreement.

k) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior communications and agreements written or oral with respect thereto.

l) Sections 7, 8, 10, 11 shall survive any expiration or termination of this Agreement.

EXHIBIT A - REFERRAL PARTY GUIDELINES

1. Referral Party is solely responsible for ensuring any and all marketing efforts distributed by Referral Party on behalf of ClearSale comply with applicable laws, including, without limitation, Section 5 of the FTC Act and the CAN-SPAM Act.

2. Any written communications about ClearSale and its products or services must be approved in writing by ClearSale.

3. Anytime Referral Party speaks about or distributes anything in writing about ClearSale, Referral Party must clearly disclose its relationship with ClearSale, including Referral Party’s potential or actual financial benefit that will or could result if a company or person becomes a customer of ClearSale through Referral Party’s referral. For example, if writing about ClearSale, Referral Party could include a clear and conspicuous disclaimer on marketing materials which says “[Referral Party Corporate Name] is a participant in Clearsale’s referral marketing program. Your purchase of products or services from ClearSale may earn [Referral Party Corporate Name] compensation.”

4. Referral Party may not make any claims about Clearsale’s products or service and the performance or benefits thereof, without written authorization from ClearSale.

5. All statements by Referral Party about its experience with ClearSale (if any) must reflect Referral Party’s honest, current opinion and beliefs. Furthermore, the experience must be representative of a typical ClearSale customer’s experience.

6. Referral Parties may not provide third parties with any documentation related to Clearsale’s products or services, including, but not limited to, an application for the products/services, a Sales Agreement, pricing information, or any other documentation, except if authorized by ClearSale in writing.

7. Referral Party must forward all inbound inquiries about ClearSale to contact@clear.sale.

8. Referral Party shall not make any representation, promise or guarantee about any future action of ClearSale or any future feature or characteristic of any ClearSale product or service, unless expressly authorized by ClearSale in writing.

9. Referral Party is not an agent of ClearSale and shall not hold itself out as an agent of The Referenced Company at any time.

EXHIBIT B - DEFINITIONS

1. Accepted Period, means the number of months set forth in the Standard Conditions or Promotional Conditions on the Referral Agreement of the CRP during which a Referred Client is an Accepted Referred Client exclusively connected to the Referral Party.

2. Accepted Referred Client, means a Valid Referred Client which ClearSale has accepted;

3. Agreement, means the ClearSale Referral Program Agreement (“CRP”);

4. ClearSale, means ClearSale LLC;

5. Confidential Information, means all proprietary, secret or confidential information or data relating to ClearSale and its affiliates, subsidiaries, employees, products or services, clients, customers, potential customers, Referred Clients, or the Offerings. Confidential Information shall include proprietary information of card associations, pricing information, Client applications, Client agreements, Client accounts and records, customer lists, cardholder account numbers, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement.

6. Coverage Area, means the location condition that the Client is located and information related to location the
Client ships to, to be covered by this agreement;

7. Declined Referred Client, means a Valid Referred Client which ClearSale has declined to accept;

8. Effective Date, means the date that the CRP is executed by both parties;

9. Expired Referred Client, means an Accepted Referred Client that has not signed a Sales Agreement with ClearSale and commenced chargeable transactions with ClearSale within the Accepted Period;

10. Indemnified Parties, means ClearSale and its parents, subsidiaries and affiliates, including their respective directors, officers, employees and agents;

11. Installed Referred Client, means an Accepted Referred Client that has (i) signed a Sales Agreement with ClearSale for its Offerings and (ii) has commenced chargeable transactions with ClearSale within the Accepted Period;

12. Notice, means all notices, requests, consents, claims, demands, waivers and other communications under the CRP;

13. Offerings, means fraud prevention services and other products and services offered by The Referenced Company;

15. Promotional Conditions, means (i) dates by which an Accepted Referred Client must be made by a Referral

Party in order to be eligible for such Promotional Conditions, and limited (ii) Referral Fee for each Installed Referred Client, (iii) Accepted Periods, (iv) Referral Fee Periods, and (v) possible one-time payments as described in the Referral Agreement of the CRP, all of which are subject to change in Clearsale’s sole discretion;

16. Referred Client(s), means certain entities located in the Coverage Area that a Referral Party would like to refer to ClearSale;

17. Referral Fee, means the fee ClearSale shall owe Referral Party based on the quantity of orders processed via credit card by a referred Client actually collected during the Referral Fee Period (as set forth on the Referral Agreement of the CRP) for each Installed Referred Client;

18. Referral Form, means the form found thru the link: http://offer.clear.sale/referral-form-clearsale-0 to be completed by the Referral Party and submitted to ClearSale;

20. Referral Party, means the business entity that is a party to the CRP;

21. Referral Party Compensation Period, means the amount of time the ClearSale is Obligated to pay the Referral Fee to the Referral Party (based on the applicable Standard Conditions or Promotional Conditions);

22. Referral Process, means the steps of the process for a Referral Party to refer Referred Clients to The Referenced Company, as described in Steps 1-3 of the Agreement;

23. Referred Client(s), means, individually or collectively, the following defined terms: Referred Client, Valid Referred Client, Taken Referred Client, Accepted Referred Client, Denied Referred Client, Expired Referred Client, and Installed Referred Client;

24. Sales Agreement, means an Agreement to sale and purchase Offerings between Referred Client and The Referenced Company;

25. Standard Conditions, means the standard Referral Levels, Referral Minimums, and (i) Referral Fee, (ii) Accepted Periods, (iii) Referral Fee Periods, (iv) marketing support, as described in the Referral Agreement of the CRP, all of which are subject to change in Clearsale’s sole discretion;

27. Taken Referred Client, means a Referred Client that has already been referred to ClearSale by a different referral party;

28. Term, means the period described in the Referral Agreement of the CRP;

29. Valid Referred Client, means a Referred Client that is not a Taken Referred Client and meets all of the other eligibility criteria set forth in the CRP.