Referral Source Agreement

This Referral Source Agreement (the “Agreement”), effective as of the date you accepted these terms and conditions, is between Slick Innovations, LLC, with its principal place of business located at 301 East 2nd Street, Suite 304, Jamestown, NY 14701, United States of America (“SlickText”) and you (“Referral Source”).

The parties agree as follows:

  1. Appointment.

  2. (a) Appointment. SlickText appoints Referral Source as an independent, non-exclusive, authorized referral agent with the limited, personal, non-transferable, non-exclusive right to market and promote the SlickText services set forth in promotional material for the Referral Source program found at (the “Referral Source Description” or “RSD”) (the “Services”) solely to the prospects set forth in the RSD (the “Referred Customer(s)”). Referral Source accepts this appointment.

    (b) Right to Use Trademarks, Service Marks and Trade Names. SlickText hereby grants Referral Source a limited, personal, non-transferable, non-sublicensable, revocable, non-exclusive license to use the SlickText trademarks, service marks and trade names set forth on RSD (the “Marks”) solely as provided in this Agreement and solely in connection with the Services. From time to time, upon SlickText's request, Referral Source will provide copies of all materials used by Referral Source to market and promote the Services. If Referral Source reproduces Marks, it will do so only in the format furnished by SlickText. Referral Source may use the Marks only for purposes of marketing and promoting of the Services in connection with this Agreement and will make no other use of the Marks without SlickText's prior written approval. Referral Source will not contest validity of the Marks or any other of SlickText's trademarks, service marks or trade names or do anything that would jeopardize or diminish their value or SlickText's rights in them. Without limiting the foregoing, Referral Source will not, in any country or jurisdiction worldwide, use or apply for the registration of: (i) any of the Marks or any of SlickText's other trademarks, service marks or trade names; (ii) any trademarks, service marks or trade names that are confusingly similar to, are a transliteration, translation or phonetic equivalent of, or otherwise incorporate, any Marks or any of SlickText's other trademarks, service marks or trade names; or (iii) any Internet domain name(s) that include any Marks or any trademarks, service marks or trade names that are similar to any Marks or any Internet domain name registered or used by SlickText.

    (c) Restrictions on Appointment. Referral Source acknowledges that this Agreement is personal to Referral Source and Referral Source will not authorize or appoint any other party to market or promote the Services. This Agreement does not convey title or ownership of any SlickText property (including but not limited to the Services and the Marks) to Referral Source but instead gives Referral Source only the limited rights set forth in Sections 1(a) and 1(b) above. Nothing in this Agreement will be construed as giving Referral Source any right, title or interest in or to the Services or the Marks. Except as expressly set forth in this Agreement, Referral Source will have no right to use, sell, resell, market, license, sub-license, display, distribute, copy, reproduce, modify or adapt originals or copies or make derivative works of the Services or authorize any third party to do so. Referral Source acknowledges that all copyrights, patents, trade secrets, trademarks, service marks and other proprietary rights protecting or pertaining to any aspect of the Services and the Marks are and will remain the sole and exclusive property of SlickText, including but not limited to all derivative works. Referral Source may not refer itself or any previously referred Referred Customer or other referred person or anyone that has or has had an account with SlickText. SlickText may reject any Referred Customer, in its sole discretion in which case Referral Source will not be eligible for a Commission. Referral Source may not participate in the Referral Source Referral Program if you are a member of any other SlickText resale or referral programs, including without limitation SlickText's Refer-A-Friend Program or SlickText's Agency Provider Program. If a Referred Customer signs up without using the referral mechanism set forth in the RSD, SlickText will not manually give Referral Source credit for the Referred Customer and Referral Source will not receive the Commission. Referral Source agrees not to provide any personal information of a Referred Customer. Any such information will be provided by the Referred Customer as part of the account sign-up process.

    (d) No Usage Rights. Neither Referral Source nor any Referred Customer is granted any right to use the Services under this Agreement. Those usage rights are granted under the SlickText Terms of Use which are or will be separately agreed to by SlickText and Referral Source or Referred Customer, as applicable.

    (e) Fraud. If, in SlickText's sole discretion, SlickText suspects any fraud or violations of its Terms of Use or this Agreement, SlickText may delay payment of the Commission to Referral Source for up to one-hundred and eighty (180) days while SlickText investigates and verifies the relevant referral transaction. SlickText will not be obligated to provide any Commission to Referral Source when Referral Source and/or a Referred Customer commits fraud or otherwise violate this Agreement or the Terms of Use

    (f) Taxation. All taxes due in connection with receipt of any Commission are Referral Source's sole liability. It is the policy of the Referral Source Referral Program, and in compliance with United States Internal Revenue Service regulations, that SlickText may send an IRS Form 1099-MISC or other appropriate form to anyone who earns Commissions greater than $600 (USD) in any given calendar year. Depending on the jurisdiction in which Referral Source resides, the Referral Source Referral Program may also send you W-9 and/or additional tax forms, which are required to receive Commissions. SlickText reserves the right to withhold (from Referral Source's existing account balance) any amount required to be withheld by law or until requested information and forms are received.

    (g) FTC Compliance, Marketing Activities and Responsibilities. Referral Source is solely responsible and liable for the content and manner of Referral Source's referral marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations and laws, including any laws in relation to the content and nature of any advertising or marketing, (such as the Endorsement and Testimonial Guidelines published by the United States Federal Trade Commission (the "FTC Guidelines")), and otherwise comply with the terms of this Agreement.

    (h) Minors, SPAM. Referral Source will not refer any minors to SlickText or use any form of unsolicited commercial e-mail (SPAM) when marketing SlickText or referring a Referred Customer.

    (i) Changes, Cancellation. SlickText reserves the right to change or cancel the Referral Source Referral Program at any time without prior notice.

    (j) SlickText's Reserved Rights. SlickText reserves all rights not expressly granted to Referral Source under this Agreement. Nothing in this Agreement shall be construed as restricting SlickText's right to sell, lease, license, promote, market, publish, or otherwise distribute the Services, in whole or in part, directly or through any other entity or agent. SlickText reserves the right to modify, add to or discontinue any Services, terms or requirements set forth on RSD at any time, upon notice to Referral Source.

    (k) Injunctive Relief. Referral Source acknowledges that money damages may not be an adequate remedy for a breach or violation of this Section 1 and that any breach or violation of this Section 1 may leave SlickText without an adequate remedy at law. Referral Source therefore agrees that, in addition to any other remedies at law, in equity or under this Agreement, SlickText will be entitled to obtain temporary and permanent injunctive relief from a court of competent jurisdiction to restrain any breach, violation or threatened breach or violation of Section 1 of this Agreement without bond and without the necessity of showing actual monetary damages.

  3. Referral Source's Promotion of the Services.

  4. (a) Costs of Promotion. Referral Source will bear all costs relating to: (i) Referral Source's marketing and promotion of the Services, and (ii) sales, use, value added or other taxes related to this Agreement (excluding taxes related to SlickText's net income).

    (b) Referral Source's Efforts. Referral Source will use commercially reasonable efforts to promote and market the Services to third parties and Referral Source will represent the Services fairly at all times in comparison with competitive products from other suppliers. Referral Source will not engage in any unfair trade practices with regard to the Services and will not make any false or misleading representations with regard to the Services. Referral Source will make no representations to Referred Customers except as the representations may be approved in writing or published by SlickText. Referral Source will conduct its operations in a manner that will not adversely affect the high image, credibility or reputation of SlickText or the Services.

  5. Prices and Payment.

  6. (a) Commission. Upon entry of an agreement for Services by a Referred Customer resulting from Referral Source's efforts as set forth in the RSD, SlickText will compensate Referral Source with the then-current commission (“Commission”) set forth in the RSD in place at the time that the Referred Customer enters into that Agreement with SlickText. Commissions will be for fee amounts actually received by SlickText, net of taxes, discounts, refunds, and returns from the Referred Customer and will only be paid for the subscription fees received from the Referred Customer during the first twelve (12) months the Services are provided or until Referred Customer's agreement is terminated, whichever of the two occurs first. SlickText will pay Commissions monthly for the fees actually received from the Referred Customer in the previous calendar month. SlickText will not pay Commissions on 1) bulk buys made by a Referred Customer, 2) for any professional fees paid by a Referred Customer to SlickText, 3) sending number fees, carrier fees, or add on products, etc., or 4) for any fee other than subscription fees that are not discounted paid by a Referred Customer.

    (b) Additional Products and Services Not Subject to Commissions. If SlickText provides additional services or products to a Referred Customer after the original Services are provided to a Referred Customer, the parties agree that Referral Source will not receive any payment for those services or products.

    (c) Referred Customer Account Management. SlickText will have full control of, and discretion with respect to, the collection, adjustment or compromise of any or all accounts for Services provided to any Referred Customer by SlickText. SlickText will not be liable to Referral Source for any loss of payment or other claim, by reason of any compromise or adjustment of any account for sales secured through Referral Source or any failure or delay for any reason to collect any part of the account. SlickText may, in its sole discretion, refuse to provide Services to any Referred Customer and no Commission will be paid in such instance. The parties agree, SlickText will directly control the contractual relationship with the Referred Customer once that Referred Customer becomes a SlickText customer and SlickText will manage that Referred Customers account, as it deems appropriate, it SlickText's sole discretion.

    (d) No Third-Party Payments. Unless Referral Source receives prior permission, in writing, from SlickText, Referral Source will not give any part of the amounts paid to Referral Source by SlickText to any assistant, local agent or other person, not an employee of Referral Source, to assist in the making of a sale by SlickText to any Referred Customer.

    (e) Commission Disputes. In any dispute between Referral Source and SlickText, SlickText will have the right to determine Referral Source's right to payment of a Commission on any sale to a Referred Customer, and Referral Source will abide and be bound by SlickText's decision.

    (f) Referral Requirements. Referral Source must abide by the referral requirements (“Referral Requirements”) set forth in the RSD. No Commission will be paid for any referral that does not comply with the Referral Requirements.

  7. Proprietary Information and Non-Disclosure.

  8. Referral Source acknowledges that they may be exposed to certain information of SlickText that is not generally known to the public which would be considered confidential and proprietary by the other party (“Confidential Information”). Confidential Information includes, without limitation, all competitively sensitive or secret business, marketing and technical information disclosed by SlickText, such as SlickText's proposed new Services and materials, customer lists, strategic and tactical business planning materials, sales and technical training materials, information disclosed in customer conferences, meetings and seminars, and the contents of this Agreement. Confidential Information also includes any source code and technical information pertaining to the Services and materials. Referral Source agrees that, in the event it is exposed to SlickText's Confidential Information, Referral Source: (i) will protect Confidential Information from unauthorized disclosure using the highest commercially reasonable standard of care which in no event will be less than a reasonable standard, (ii) will not disclose Confidential Information to any third party, and (iii) will not use Confidential Information (other than as specifically authorized by this Agreement) without the prior written consent of SlickText. Within five (5) calendar days after a request by SlickText, or upon termination of this Agreement, all materials or media containing any Confidential Information will be either returned to SlickText or destroyed by Referral Source, at SlickText's sole discretion, and Referral Source agrees to certify (by one of its officers if a corporation or by a general partner if a partnership) its compliance with this obligation upon the request of SlickText. Confidential Information does not include information which: (a) was already known to the receiving party prior to the time that it is disclosed to the receiving party as evidenced in writing and without a duty of confidentiality; (b) is or has entered the public domain through no breach of this Agreement or other wrongful act of the receiving party; (c) has been rightfully received from a third party without breach of any duty of confidentiality; (d) has been approved for release by written authorization of the disclosing party; or (e) is required to be disclosed pursuant to the final binding order of a court of competent jurisdiction or governmental agency, and if the disclosing party has, if permitted by law, been given reasonable notice of the order and the opportunity to contest it.

  9. Indemnification.

  10. Referral Source will defend, indemnify and hold harmless SlickText, its officers, directors, agents and employees, and each of them (the “SlickText Indemnitees”), from and against any and all claims, suits, demands, damages, losses, liabilities, verdicts, settlements, judgments, costs and expenses (including attorneys' fees) (collectively, a “Claim”) incurred by any SlickText Indemnitees related to: (i) the development, marketing, distribution and use of Referral Source's services and any Referral Source or third party products sold, licensed or otherwise distributed by Referral Source; (ii) the promotion or marketing of the Services by Referral Source including, without limitation, any false or misleading advertising except to the extent arising from any written specifications of SlickText that are accurately and appropriately referenced in context by Referral Source; and (iii) the actual or alleged infringement, violation or misappropriation of any third-party patent, copyright, trademark, service mark, trade secret or other proprietary rights by Referral Source's promotion or marketing of the Services, Referral Source's services or by any Referral Source or third party products sold, licensed, marketed or otherwise distributed by Referral Source, except to the extent arising from the Marks when in in accordance with this Agreement. SlickText will: (a) promptly notify Referral Source of any Claim; (b) tender to Referral Source and its insurers the right to defend or settle the Claim; and (c) provide reasonable assistance to Referral Source in defending and settling each Claim at Referral Source's sole expense. Referral Source will not enter into any settlement involving the payment of moneys for which SlickText Indemnitee will ultimately be financially responsible or the imposition of non-financial obligations on the SlickText Indemnitee without the written consent of SlickText (which consent shall not be unreasonably withheld or delayed). Referral Source will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the SlickText Indemnitee a release from all liability with respect to the claim. The counsel appointed by Referral Source to defend SlickText with respect to any Claim must be acceptable to SlickText. SlickText will be entitled to engage separate counsel at its own expense and participate in the defense or the settlement of any Claim.

  11. Warranties & Limitation of Liability.

  12. (a) Warranty of Authority. Referral Source represents and warrants that it has full authority to enter into and perform its obligations under this Agreement and that by entering this Agreement it will not be in breach of any obligation, contractual or otherwise, to any third party.

    (b) Warranty to End-Users. If SlickText provides a warranty for Referred Customers -users of the Services and materials, the warranty will be set forth in the “Terms of Use” or other agreement that is delivered with the Services. Referral Source is not authorized to make any warranties on SlickText's behalf.

    (c) LIMITATION OF LIABILITY. The Liability of SlickText, if any, for damages arising out of this Agreement will be limited to direct damages and will not exceed the aggregate payments to be made by SlickText to Referral Source pursuant to this Agreement for the two (2) months preceding the event giving rise to the damages. In no event will SlickText be liable for special, consequential, punitive, indirect, collateral or incidental damages arising out of this Agreement, even if SlickText has been advised of the possibility of those damages.

  13. Term and Termination of Agreement.

  14. (a) Term. This Agreement will commence on the Effective Date and continue for one (1) year (the “Initial Term”), unless terminated earlier in accordance with this Agreement. This Agreement will automatically renew for consecutive one (1) year periods (each, a “Renewal Term”) unless one party notifies the other party in writing of its intent to terminate this Agreement at the end of the Initial Term or any Renewal Term at least thirty (30) calendar days prior to the end of the then-current Initial Term or Renewal Term.

    (b) Termination for Cause. SlickText may terminate this Agreement at any time in the event that Referral Source is in default with respect to any material provision of this Agreement and the breach remains uncured for ten (10) days after Referral Source's receipt of written notice from SlickText of the breach. In the event Referral Source breaches any obligation relating to SlickText's intellectual property or proprietary rights under this Agreement, the breach will be considered material and incurable and, in addition to all other remedies available to SlickText, SlickText may terminate this Agreement immediately upon notice to Referral Source.

    (c) Other Termination. SlickText may terminate this Agreement immediately upon written notice to Referral Source if Referral Source: (i) is not paying its debts as its debts generally become due, (ii) becomes insolvent, (iii) files or has filed against it a petition (or other document) under any bankruptcy law or similar law that is not dismissed within sixty (60) calendar days of the filing of the petition (or document); (iv) proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors; (v) makes a general assignment or trust mortgage for the benefit of creditors; or (vi) has a receiver, trustee, custodian or similar agent appointed or takes possession of any of its property or business. SlickText may terminate this Agreement for convenience, with or without cause, at any time upon ten (10) days written notice to Referral Source.

    (d) Effect of Termination. Upon termination or expiration of this Agreement, Referral Source shall immediately cease: (i) all marketing, licensing, and distribution of Services; and (ii) all use and distribution of other materials provided by SlickText. Referral Source will also cease all use of the Marks in connection with the marketing and promotion of Services or otherwise. Upon termination of this Agreement, each party will remain obligated to pay the other any amounts owed to the party that accrued prior to termination of this Agreement. Termination or expiration of this Agreement will have no effect on the right of any end user pursuant to the Terms of Use or other agreement that is delivered with the Services.

  15. General Provisions.
  16. (a) Assignment. This Agreement may not be assigned by Referral Source, expressly or by operation of law, to any person, firm, partnership, corporation, or other entity without the express written approval of SlickText. Any sale of controlling interest in the equity of Referral Source will be treated as a prohibited assignment.

    (b) Notices. All notices and demands under this Agreement must be in writing and served by personal service or by mail at the address indicated below or at a different address as may be designated by the party by notice in accordance with this Section 8(b). All notices or demands by mail will be sent by certified or registered mail, return receipt requested, or by nationally (in the United States) recognized, verifiable, private express courier, and all notices will be deemed given upon receipt, refusal of delivery or attempted but undeliverable delivery to the address set forth below. SlickText may provide any notice to Referral Source using the email address or mailing given when Referral Source created its account for the Referral Source Referral Program. All notices to SlickText will be sent to the following address:

    Slick Innovations, LLC
    301 East 2nd Street
    Suite 304
    Jamestown, NY 14701
    Attention: Legal Compliance

    (c) Relationship of the Parties. This Agreement does not constitute a franchise or an exclusive grant to Referral Source of any specific customer, end user, territory or geographic area. This Agreement in no way establishes an employer-employee relationship and the parties agree and acknowledge that they are independent contractors. SlickText may, in its sole discretion and without obligation, notice or liability to Referral Source, (i) add or terminate resellers, distributors, other agents and licensees of the Services; or (ii) market and promote the Services directly or indirectly to any person or entity. Each party is acting as an independent contractor and not as an agent, franchiser or franchisee, partner, or joint venturer with the other party for any purpose. Except as provided in this Agreement, neither party has any right, power, or authority to act, or to create any obligation, express or implied, on behalf of the other party. SlickText may modify or terminate the Referral Source Referral Program at any time. Any use of the term “partner” is for reference purposes only. The parties are independent contractors and do not intend to create an employer-employee relationship, partnership, joint venture, agency relationship, or fiduciary relationship.

    (d) Force Majeure. Neither party will be responsible for delays or failure of performance resulting from acts beyond the reasonable control of the party, including but not limited to, acts of God, third-party strikes, third-party walkouts, riots, terrorism, acts of war, epidemics, failure of suppliers to perform, governmental regulations, changes imposed by carriers, power failure(s), earthquakes and other natural disasters, and failure of telecommunications, the Internet or other networks, hardware or software (a “Force Majeure Event”).

    (e) Survival of Certain Provisions. The provisions of Sections 4, 5, 6, 7(d) and 8 will survive the expiration or termination of this Agreement.

    (f) All Amendments in Writing. No provisions in either party's purchase orders, or in any other business forms employed by either party, will modify or supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment to this Agreement will be binding unless executed in writing by a duly authorized representative of each party to this Agreement.

    (g) Record Retention & Audit. All of Referral Source's records pertaining to this Agreement will be maintained for five (5) years after the termination or completion of this Agreement in sufficient detail to provide accurate, complete and readily available information to SlickText. SlickText will have the right to audit, during normal business hours, Referral Source's records pertaining to the performance of this Agreement, regardless of the manner or form in which those records are maintained by Referral Source. Referral Source will make its records available for SlickText's review upon reasonable prior notice from SlickText and in a location and organized in manner physically conducive to completion of SlickText's audit. If any audit conducted in accordance with this Agreement give rise to any claims by SlickText, Referral Source will maintain its records for as long as required for the resolution of the claims.

    (h) No Waiver. This Agreement will not be altered or otherwise amended except pursuant to an instrument in writing signed by SlickText and Referral Source. The waiver by a party of any breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach of the same or any other obligation.

    (i) Governing Law, Arbitration, Class Actions. This Agreement will be governed by and construed in accordance with the laws of the State of New York. Referral Source hereby consent to jurisdiction of the courts in the State of New York to resolve any disputes arising under this Agreement. Referral Source agrees to fully comply with the laws of Referral Source's country of residence to the extent those laws may apply to this Agreement. Additionally, Referral Source represents and warrants that it is in compliance with the laws of any country which may have jurisdiction over this Agreement and will indemnify and hold harmless SlickText if Referral Source is found to not be in compliance with those laws. Referral Source agrees that it may bring claims against SlickText only in Referral Source's individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both Referral Source and SlickText agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

    (j) Entire Agreement. The parties have read this Agreement and agree to be bound by its terms. This Agreement constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between the parties relating to this Agreement and to the subject matter therein. This Agreement is not valid until accepted by SlickText at its Nashville, Tennessee offices.

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