Referral Fee Agreement

THIS REFERRAL PROGRAM AGREEMENT (the “Agreement“), is entered into by and between Bold Metrics, Inc., a Delaware corporation (“Company“), and the party indicated on the sign up page for referral submissions (“Finder“, and together with Company, the “Parties“, and each, a “Party“).

WHEREAS, Company is in the business of providing Bold Metrics AI Body Modeling solutions (the “Products“); and

WHEREAS, Company desires to engage Finder to introduce to Company any potential sales leads for the Products (“Customers“), and Finder desires to accept such engagement.

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:

(a) Company hereby engages Finder, and Finder hereby accepts such engagement, to act as Company’s non-exclusive finder with respect to sales of the Products to Customers anywhere in the world (the “Territory“) during the Term, solely in accordance with the terms and conditions of this Agreement. Company may in its sole discretion engage any other person or company to sell the Products.

(b) Finder shall introduce Company to Customers, and perform such other responsibilities as directed by Company, including forwarding marketing materials and sales decks provided by Company and participating in partner mapping and sales meetings, but shall not have authority to offer or sell the Products to any Customer.

(c) The prices, terms, and conditions under which Company offers or sells any Products shall be determined by Company in its sole discretion. Company shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of Products. Nothing in this Agreement shall obligate Company to actually offer or sell any Products or consummate any transaction with any Customer. Company may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of Products without any liability or obligation to pay compensation to Finder under Section 2 or otherwise.

(d) Finder shall defend, indemnify, and hold harmless Company, 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, incurred by Company, arising out of or resulting from any claim of a third party related to its obligations under this Agreement.

2. Gift Cards. In consideration for the services rendered by Finder hereunder, Company shall deliver to Finder:

(a) a $50 gift card for the first two Customers introduced by Finder that participate in an initial meeting with Company within one (1) month from the date of introduction; and

(b) a $250 gift card for the first two Customers introduced by Finder that execute an initial sales contract with Company within six (6) months from the date of introduction.

Company shall deliver the gift cards within sixty (60) days of Company’s actual receipt of the meeting being held or signing of the initial sales contract. No gift cards shall be delivered hereunder for any sale to a Customer if Company had a previous relationship or contact with that Customer. The maximum value of gift cards delivered to Finder shall not exceed $600.

3. Independent Contractor. Finder is an independent contractor of Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Finder and Company for any purpose. Finder has no authority (and shall not hold itself out as having authority) to bind Company and Finder shall not make any agreements or representations on Company’s behalf without Company’s prior written consent. Without limiting the above, Finder 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 Company to its employees, and Company 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 Finder’s behalf. Finder shall be responsible for, and shall indemnify Company against, all such taxes or contributions, including penalties and interest. Finder 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 Finder in connection with the performance of Finder’s obligations hereunder shall be Finder’s employees or contractors and Finder shall be fully responsible for them and indemnify Company against any claims made by or on behalf of any such employees or contractors.
4. All non-public, confidential, or proprietary information of Company, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by Company to Finder, 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 is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Company in writing. Upon Company’s request, Finder shall promptly return all documents and other materials received from Company. Company shall be entitled to injunctive relief for any violation of this Section 4. This section shall not apply to information that is: (a) in the public domain; (b) known to the Finder at the time of disclosure; or (c) rightfully obtained by the Finder on a non-confidential basis from a third party.
5. Term and Termination.

(a) The Agreement shall remain in effect until either Party terminates this Agreement upon 60 days’ prior written notice to the other party.

(b) In addition to any remedies that may be provided in this Agreement, either Party may terminate this Agreement with immediate effect upon written notice to the other party, if the other party: (i) fails to pay any amount when due under this Agreement and such failure continues for thirty (30) days after the other party’s receipt of notice of nonpayment; (ii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

(a) Company may communicate with Finder through the email address Finder included on the sign up page for the Referral Program. Finder agrees that all agreements, notices, disclosures and other communications that are provided to Finder electronically satisfy any requirement that such communications be in writing. All notices from Company intended for receipt by Finder shall be deemed delivered when sent to the email address Finder provided to Company. Notices to Company must be sent to: referralprogram@boldmetrics.com .

(b) This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of California, without regard to the conflict of laws or provisions of such state. Any legal suit, action or proceeding arising out of or relating to this Agreement must be instituted in the state or federal courts located in San Francisco, California , and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(c) This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.

(d) Finder shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Company. 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.

(e) By signing up for the Referral Program on Company’s website, Finder is bound by this Agreement. If Finder is accepting this Agreement on behalf of a company, organization, government, or other legal entity, Finder represents and warrant that (a) you are authorized to do so, (b) the entity agrees to be legally bound by this Agreement, and (c) neither you nor the entity are barred from accepting this Agreement under the laws of the applicable jurisdiction. (f) Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action or counterclaim arising out of or relating to this Agreement, or the transactions contemplated hereby.

(g) 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.

(h) This Agreement 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.

 

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