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POSIM Referral Terms and Conditions

AGREEMENT. This POSIM, LLC Referral Agreement (the “Agreement”) is made by and between POSIM, LLC, Inc. (“POSIM, LLC”) a Kansas LLC, whose address is 11230 College Blvd., Overland Park, KS 66210, and the applicant named above (“Lead Provider”), and shall be effective as of the date this Agreement is accepted by POSIM, LLC (the “Effective Date”). The parties agree that Lead Provider will provide POSIM, LLC retail Point of Sale and e-commerce leads for POSIM Services. POSIM, LLC will perform all sales functions and customer service associated with converting a lead submitted by Lead Provider to an End User of POSIM Services.

DEFINITIONS

  1. POSIM Services. POSIM, LLC’s business of developing and selling retail point of sale software, e-commerce software, mobile software and other POSIM products and services as amended. POSIM Services that are eligible for referral fees are detailed in section 1.d.1 of this agreement.
  2. End User. A lead referral from Lead Provider that becomes a user of POSIM Services. Subject to the following Terms and Conditions, the parties do hereby agree:

TERMS AND CONDITIONS

  1. Lead Generation and Lead Provider Conduct.
    1. Compensation. Subject to the terms of this Agreement, POSIM, LLC will compensate Lead Provider for actual sales of POSIM Services (as defined in section 1.d.1 of this agreement) to end users (“End Users”) resulting from sales leads (“Leads”) generated by Lead Provider for POSIM, LLC. POSIM LLC will compensate Lead Provider by the 15th of the month following a sale to a new End User.
    2. Submission of Leads. All Leads shall be submitted via online form at /referral/ email at referrals@POSIM.com by using the Lead Referral Form provided by POSIM, LLC.
    3. Exclusions. Lead Provider shall be compensated only for Leads that POSIM, LLC (1) accepts after determining that the prospective End User is neither an existing POSIM, LLC End User nor an already existing prospective End User for services from POSIM, LLC; and (2) purchases POSIM products covered under this Referral Agreement per the terms and conditions contained herein.
    4. Payment. POSIM, LLC will pay Lead Provider a referral fee for sales of qualifying POSIM Services to Leads who become End Users only if the sale is closed within one hundred twenty days (120) days of the initial contact by POSIM, LLC. Lead Provider will earn a commission from each Lead that becomes an End User of POSIM, LLC within 120 days of lead submission according to the following schedule of POSIM Services that qualify for referral fees:
      1. Software Licenses. A one–time payment will be made for the following POSIM Services sales: Single User License:  Multi User License: Multi Site: The parties understand the following: (1) Lead Provider retains no right to future revenue on any transactions between any Lead, or referred End User beyond the initial sale by POSIM, LLC other than as outlined in these Terms and Conditions, unless otherwise agreed by the parties in writing. (2) In the event POSIM, LLC receives conflicting orders or Leads for services from different lead providers or POSIM, LLC employees, POSIM, LLC may in its sole discretion determine who, if anyone, will receive credit for such orders. Commissions shall be based on the commission percentage in effect on the date that the Lead Referral form is submitted. POSIM, LLC reserves the right to charge back to Lead Provider any commissions paid for End Users that cancel or discontinue their relationship with POSIM, LLC within the first six (6) months after service is operational and billable.
    5. Quality of Leads. Lead Provider will generate Leads in a manner that will reflect favorably on the good name and reputation of POSIM, LLC and POSIM, LLC’ services and, specifically, Lead Provider agrees to: (1) comply with all applicable national, international, state and local laws, ordinances and regulations in its dealings with POSIM, LLC and End Users, including, without limitation, obtaining any required state certifications; and (2) make no false or misleading statements with respect to POSIM, LLC services, and engage in no illegal, deceptive, misleading, unethical, or improper acts or practices in performing under this Agreement.
    6. No Commission Sharing. Lead Provider shall not accept more than one commission from POSIM, LLC, under any Program, for any Lead, and shall not share commission with any other Lead Provider or any POSIM, LLC sales representative and/or any other Lead Provider.
    7. No Assignment. Lead Provider may not assign or otherwise transfer this Agreement.
  2. Relationship of Parties.
    1. Nature of Relationship. Neither POSIM, LLC nor Lead Provider shall have the authority to bind the other by contract or otherwise or to make representations as to the policies or procedures of the other except as specifically authorized by this Agreement. POSIM, LLC and Lead Provider acknowledge and agree that their relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship or franchise between them and that Lead Provider is an independent contractor with respect to the services provided by it under this Agreement. Lead Provider assumes full responsibility for the acts of its employees and for their supervision, daily direction and control.
  3. Lead Acceptance.
    1. Acceptance. Lead Provider expressly acknowledges that any submission of Leads for End Users for POSIM, LLC services will be subject to acceptance by POSIM, LLC, in its sole discretion, of such Leads. Furthermore, POSIM, LLC will have no responsibility or liability whatsoever to Lead Provider with respect to the continued availability or operation of POSIM, LLC’s services or the acceptance of, failure to accept, or follow up of Leads submitted by Lead Provider.
    2. Conflicts. Lead Provider acknowledges and agrees that POSIM, LLC directly or indirectly (or through other sales lead providers) may offer POSIM, LLC services and that Lead Provider will be entitled to no compensation for sales made through such.
  4. Trade Names and Trademarks.
    1. No Representations or Warranties. Neither Lead Provider nor its employees shall make any representations or warranties relating to POSIM, LLC services nor to any affiliation with POSIM, LLC. Further, this Agreement shall not grant Lead Provider any right to use the POSIM, LLC trademark(s) without the prior express written permission of POSIM, LLC.
  5. Confidentiality and Communications.
    1. Confidential Information. Any confidential POSIM, LLC specifications, drawings, sketches, data or technical or business information, and any other confidential POSIM, LLC material, as well as all Lead or End User information (“Information”), furnished to or disclosed by POSIM, LLC under this Agreement, will be deemed the exclusive property of POSIM, LLC, and are to be used by Lead Provider solely in the performance of its obligations and duties hereunder and are to be returned to POSIM, LLC upon termination of this Agreement. Lead Provider shall keep all such information confidential during the term of this Agreement and for a period of three (3) years thereafter. Lead Provider agrees that monetary damages for breach of its obligations under this Section may not be adequate and that POSIM, LLC will be entitled to injunctive relief with respect to any breach or default of Lead Provider’s obligations under this Section.
    2. Promotional Materials. Neither party shall reveal the existence of this Agreement in any advertisement, promotional activity or publicity release without the prior written consent of the other.
    3. Material Breach. Any breach of this provision shall be a material breach of this Agreement and POSIM, LLC may then terminate this Agreement immediately upon written notice.
  6. Term and Termination.
    1. Term. This Agreement shall commence on the date of submission of Lead and shall continue for a period of one (1) year thereafter, unless otherwise terminated. This Agreement shall automatically renew for additional one (1) year periods unless one party advises the other of its intent to terminate at least thirty (30) days prior to the anniversary date of the date of submission of Lead and acceptance this Agreement.
    2. Termination. This Agreement may be terminated: (1) at any time by either party on thirty (30) days prior written notice to the other; (2) for breach by Lead Provider of any provision of this Agreement; (3) by POSIM, LLC on thirty days (30) written notice (email or letter) if Lead Provider fails to provide at least one Lead in each calendar year; or (4) immediately upon written notice by POSIM, LLC in the event Lead Provider, in POSIM, LLC’s sole discretion, breaches its obligations set forth herein. Upon termination of this Agreement, POSIM, LLC’s Commission payment obligations shall cease. Notwithstanding the foregoing, any thirty (30) day notice period shall be inapplicable should Lead Provider choose not to accept any changes to the Terms and Conditions of this Agreement made by POSIM, LLC.
  7. Indemnity and Limitation of Liability.
    1. Indemnification. Lead Provider agrees to indemnify, defend and hold POSIM, LLC free and harmless from any loss, damage, or cost, including attorney’s fees, that POSIM, LLC becomes liable for by reason of any act of Lead Provider in providing Leads, including but not limited to misrepresenting to End Users the POSIM, LLC’ services or the terms under which the services are made available by POSIM, LLC. Lead Provider shall immediately notify POSIM, LLC in writing of any claim, threatened claim, suit or other action related to Lead Provider’s performance under this Agreement.
    2. Limitation of Liability. POSIM, LLC will have no liability to Lead Provider other than for Commissions earned and payable in accordance with this Agreement. IN NO EVENT SHALL POSIM, LLC BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER OR NOT FORESEEABLE.
  8. Miscellaneous Provisions.
    1. Notices. All notices to be given pursuant to this Agreement will be in writing made via email or by the physical address of the receiving party.
    2. Governing Law. This Agreement will be governed by the laws of the State of Kansas, County of Johnson, and Lead Provider consents to the jurisdiction of the federal and state courts of the State of Kansas.
    3. Entire Agreement. This Agreement constitutes the entire agreement between Lead Provider and POSIM, LLC with respect to the subject matter hereof, and supersedes all prior agreements and representations, written or oral, concerning the subject matter of this Agreement.
    4. Arbitration. Any actions, controversies, claims, disputes and other factual or legal matters in question arising out of or relating to this Agreement or its alleged breach, will be settled by binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as then in effect.

BY CLICKING THE BOX “ACCEPT THESE TERMS” YOU ACKNOWLEDGE: (1) THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND POSIM, LLC PERTAINING TO THE POSIM, LLC BUSINESS REFERRAL PROGRAM, AND (2) THAT YOU REPRESENT THAT YOU HAVE THE AUTHORITY AND RIGHT TO APPLY FOR ENROLLMENT IN THE POSIM, LLC BUSINESS REFERRAL PROGRAM AND TO BIND YOU AND YOUR COMPANY (IF APPLYING AS A COMPANY) TO THESE TERMS AND CONDITIONS.

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