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eBLISS Refer a Reseller Terms of Service

The Terms of Service is entered into by and between eBLISS Reseller Solutions, LLC, a Colorado limited liability company having offices at 12656 E. Jamison Place, Unit 6 Englewood, CO 80112 (“eBLISS”), and the aforementioned applicant (“Participant”, and together with eBLISS, the “Parties”, and each, a “Party”).

WHEREAS, eBLISS is in the business of providing fulfillment services to online resellers who sell thrifted and/or one-off items (the “eBLISS Services”); and

WHEREAS, eBLISS desires to engage Participant to introduce to eBLISS any potential sales leads for the eBLISS Services (“Clients”), and Participant desires to accept such engagement (the “Refer a Reseller Program”).

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Refer a Reseller Program:

During the Term (as hereinafter defined), Participant (i) may act as a non-exclusive referral source with respect to eBLISS Services in the territory designated in Exhibit A (the “Territory”), solely in accordance with the terms and conditions of this Agreement and (ii) will not be an affiliate or particIpate in another affiliate program that is engaged in the business of performing services that are the same or substantially similar to the eBLISS Services. eBLISS may, in its sole discretion, engage any other person or company to refer Clients to eBLISS.

The prices, terms, and conditions under which eBLISS offers or sells any eBLISS Services and services shall be determined by eBLISS in its sole discretion. Participant shall not participate in any sales meetings or negotiations nor have authority to offer or sell the eBLISS Services to any Client. eBLISS shall have the exclusive authority to control all discussions and negotiations regarding any proposed or actual offering or sale of eBLISS Services. Nothing in this Agreement shall obligate eBLISS to actually offer or sell any eBLISS Services or consummate any transaction with any Client. eBLISS may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of eBLISS Services without any liability or obligation to pay compensation to Participant under Section 2 or otherwise.

Participant makes no representation or warranty about the creditability or suitability of any Clients introduced to eBLISS, and neither eBLISS, nor any of its directors, officers, or members, should in any way rely on Participant to perform any due diligence with respect to the creditability or suitability of any Client.

2. Payment Terms:

Participant shall receive payment for Qualified Referrals as set forth in Exhibit A (each a “Referral Fee”).

If Participant disputes any portion of a Referral Fee, Participant will notify eBLISS in writing of such dispute. Participant and eBLISS will work together in good faith to resolve the dispute.

Participant shall be responsible for all taxes, withholdings, duties and levies, excluding taxes based on the net income of eBLISS. Participant will be required to submit a signed W-9 form and will be issued an annual 1099 for tax purposes.

3. Ownership: eBLISS retains all right, title, and interest in and to the eBLISS Services, and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. No right or license to eBLISS’s services are granted except as expressly set forth in this Agreement. All other rights are reserved.

4. Publicity and Announcements: Participant shall not (orally or in writing) publicly disclose or issue any press release or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of eBLISS, except to the extent that Participant (based upon the reasonable advice of counsel) is required to make any public disclosure or filing with respect to the subject matter of this Agreement by applicable law.

5. Term and Termination:

Term. Unless terminated in accordance with this Agreement, this Agreement shall be effective as of the Effective Date and shall remain in force unless either Party gives the other written notice of termination as specified below.

Termination.

This Agreement may be terminated by either party at any time in the event of a material breach by the other party that remains uncured after thirty (30) calendar days’ prior written notice thereof.

This Agreement may be terminated by convenience by either party upon thirty (30) calendar days’ prior written notice thereof.

Upon any termination or expiration of this Agreement, with or without cause, both parties shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between the two parties under the terms of this Agreement.

Upon any termination or expiration of this Agreement, any Referral Fees then due and owing to Participant shall be paid to Participant upon thirty (30) days following such termination or expiration.

6. Indemnification:

Participant shall defend, indemnify, and hold harmless eBLISS, and any of its directors, officers, and shareholders, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement, arising out or resulting from any claim of a third party related to Participant’s obligations under this Agreement.

In the event eBLISS is entitled to indemnification as provided above, it will notify Participant promptly in writing of any claim covered by the foregoing indemnifications. The parties agree to cooperate fully during such proceedings. Participant will have the right to defend any such claim with attorneys that are reasonably acceptable to eBLISS, and will have control over the litigation, negotiation, and settlement of any claim. eBLISS may be represented by separate counsel at its own expense. Neither party will make any settlement that materially affects the rights of the other party, nor will either party be responsible for indemnifying the other party for any settlement made without the indemnifying party’s consent, which will not be unreasonably withheld or delayed.

7. Independent Contractor: Participant is an independent contractor of eBLISS, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Participant and eBLISS for any purpose. Participant has no authority (and shall not hold itself out as having authority) to bind eBLISS and Participant shall not make any agreements or representations on eBLISS’s behalf without eBLISS’s prior written consent. Without limiting the above, Participant will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by eBLISS to its employees, and eBLISS will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Participant’s behalf. Participant shall be responsible for, and shall indemnify eBLISS against, all such taxes or contributions, including penalties and interest. Participant shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under this Agreement. Any persons employed or engaged by Participant in connection with the performance of Participant’s obligations hereunder shall be Participant’s employees or contractors and Participant shall be fully responsible for them and indemnify eBLISS against any claims made by or on behalf of any such employees or contractors.

8. Confidentiality: All non-public, confidential, or proprietary information of eBLISS, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by eBLISS to Participant, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement, as well as the terms and conditions of this Agreement are confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by eBLISS in writing. Upon eBLISS’s request, Participant shall promptly return all documents and other materials received from eBLISS. eBLISS shall be entitled to injunctive relief for any violation of this Section 8. This Section 8 shall not apply to information that is: (a) in the public domain; (b) known to the Participant at the time of disclosure; or (c) rightfully obtained by the Participant on a non-confidential basis from a third party.

9. Disclaimer: EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY OF ITS PRODUCTS OR SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

10. Limitation of Liability: EXCEPT FOR A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS, INDEMNIFICATION OBLIGATIONS OR IN THE CASE OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. EXCEPT FOR A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS, INDEMNIFICATION OBLIGATIONS OR IN THE CASE OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, EACH PARTY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

11. Miscellaneous:

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 on the first page of this Agreement (or to such other address that the receiving Party may designate from time to time in accordance with this section). Each Party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile or email (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 Section.

This Agreement, including the Exhibits attached hereto, and all matters arising out of or relating to these this Agreement, are governed by, and construed in accordance with, the laws of the State of Colorado, without regard to the conflict of laws provisions thereof to the extent these principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Colorado. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement and all contemplated transactions, in any forum other than the United States District Court for the District of Colorado or the courts of the State of Colorado (the “Chosen Courts”), and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the sole and exclusive jurisdiction of the Chosen Courts and agrees to bring any such action, litigation, or proceeding only in the Chosen Courts. Each Party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

This Agreement, Exhibit A hereto, and each of the terms and provisions hereof, may be amended, modified, waived, or supplemented by eBLISS at any time. Participant will be notified in writing of any changes.

Neither Party shall assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other Party, except for a transfer or assignment of this Agreement or rights granted hereunder to a successor entity in the event of a merger, corporate reorganization, acquisition or the sale of all or substantially all of a Party’s assets. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns. The parties do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

The following Sections shall survive termination of this Agreement: Section 3, Section 4, Section 5(b)(4), Section 6, Section 8, Section 10, and Section 11.

This Agreement, including Exhibit A hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Participant’s online submission of application will constitute their legally binding agreement to these Terms assuming eBLISS approves their application. Approval will be provided in writing and will become a part of this Agreement.

EXHIBIT A

REFER A RESELLER PROGRAM

1. Territory: The territory is the contiguous forty-eight (48) states of the United States of America. Exceptions may be made at eBLISS’s sole discretion on a case by case basis.

2. Qualified Referrals:

If a referral meets the following requirements, it shall be considered a “Qualified Referral” eligible for payment pursuant to this Exhibit A.

Participant refers to eBLISS a Client with whom eBLISS has not communicated in the last ninety (90) days;

Only initial licenses/sales of eBLISS Services or services to Clients are eligible. Existing or prior eBLISS customers are not eligible; and

The initial sale must be consummated within twelve (12) months from the date of introduction.

Renewals, upsells mid-cycle or other sales of eBLISS Services or services following the Qualified Referral sales are not considered Qualified Referrals and are not eligible for Referral Fee payment.

A referral shall not be a Qualified Referral if eBLISS notifies Participant prior to consummation of the initial sale that eBLISS had a previous relationship with that Client.

3. Qualified Referral Payments:

For each Qualified Referral from Participant to eBLISS that enters into a service order with eBLISS and on-boards, eBLISS shall pay to Participant according to the following fee schedule:

Start Up Plan Clients: $100, one-time payment per Qualified Referral.

Freedom Plan Clients: $25 a month for 12 months per Qualified Referral, as long as the Referral remains a client of eBLISS. In no event will total Referral Fees exceed $300 for any Qualified Referral on the Freedom Plan.

Referral Fee payments will commence sixty (60) days following the date Client on-boards with eBLISS.

eBLISS shall pay Participant the Referral Fee payments due within thirty (30) days of the end of the prior month.

Payments will be made through PayPal, and Participant will need to provide a valid PayPal address. eBLISS is not in any way affiliated with PayPal and will only use PayPal to distribute payments.