Terms and Conditions

These Terms and Conditions for the VPM Referral Program (this “Affiliate Program Agreement” or “Agreement”) sets forth legal terms and conditions applicable to your (“Affiliate”, “you” or “your” or other similar terms) participation in Virtual Post Solutions, Inc.’s (the “Company”, “VPM”, “we”, or “our” and other similar terms) VPM Referral Program. The VPM Referral Program is a referral partner program that incentivizes participants to refer potential new customers to purchase and subscribe for VPM Services (as more fully defined below, the “VPM Referral Program”). All participation in the VPM Referral Program is subject to this Agreement.

YOU MAY REGISTER FOR THE VPM REFERRAL PROGRAM EITHER IN YOUR INDIVIDUAL CAPACITY OR ON BEHALF OF AS A BUSINESS/ENTITY. IF YOU REGISTER ON BEHALF OF A BUSINESS/ENTITY, THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF SUCH AN AFFILIATE REPRESENTS AND EXPRESSLY AGREES THAT HE OR SHE IS AUTHORIZED ON BEHALF OF AFFILIATE AS AN OFFICER, EXECUTIVE OR OTHER AUTHORIZED AGENT, TO AGREE TO AND ACCEPT THIS AGREEMENT AND SUCH INDIVIDUAL FURTHER REPRESENTS THAT HE OR SHE HAS AUTHORITY TO BIND AFFILIATE TO THE TERMS HEREOF.

BY REGISTERING FOR THE VPM REFERRAL PROGRAM (INCLUDING BY CLICKING “I AGREE TO THE TERMS AND CONDITIONS” WHEN PRESENTED DURING THE VPM REFERRAL PROGRAM REGISTRATION PROCESS) OR OTHERWISE PARTICIPATING IN THE VPM REFERRAL PROGRAM, AFFILIATE ACKNOWLEDGES THAT IT HAS READ ALL OF THESE TERMS AND CONDITIONS AND AGREES TO COMPLY WITH THEM. IF AFFILIATE DOES NOT AGREE WITH THIS AGREEMENT, AFFILIATE MAY NOT PARTICIPATE IN THE VPM REFERRAL PROGRAM. AFFILIATE’S AFFIRMATIVE ACT OF AGREEING TO THIS AGREEMENT AND/OR REFERRING CUSTOMERS TO VPM INDICATES AFFILIATE’S FULL UNDERSTANDING AND ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE AFFILIATE TO SUBMIT CLAIMS AFFILIATE HAS AGAINST VPM TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION PROVISION, (1) AFFILIATE WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST VPM ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) AFFILIATE WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. THIS AGREEMENT ALSO CONTAIN OTHER LIMITATIONS ON AFFILIATE, INCLUDING LIMITATIONS ON VPM’S LIABILITY AND DISCLAIMERS OF WARRANTY, AND AFFILIATE SHOULD READ THESE TERMS CAREFULLY.

1. REFERRAL PROCEDURE.

1.1 Background. VPM provides a variety of online business and administrative services aimed at enabling businesses to operate their business remotely and that are more specifically defined on Exhibit A (collectively, the “VPM Services”). VPM has established the VPM Referral Program in order to incentivize participants to refer customers to purchase and subscribe to the VPM Services (the “VPM Referral Program”) and this Agreement describes the terms on which Affiliate shall participate in the VPM Referral Program.

1.2 Referrals. VPM hereby acknowledges and agrees that Affiliate may participate in the VPM Referral Program as an “Affiliate” beginning on the Effective Date and VPM hereby grants Affiliate a non-exclusive right to solicit and refer potential customers to subscribe to VPM Services on the terms set out herein. This Agreement sets forth the basic terms applicable to such referrals and Affiliate hereby agrees to solicit and refer potential customers in accordance with the terms of this Agreement. The marketing, solicitation and referral activities conducted by Affiliate pursuant to this Agreement are referred to herein as “Referral Activities”.

1.3 Referral Process.

1.3.1 Affiliate may distribute and make available to prospective customers the referral URL link from time to time made available by VPM (a “Referral Link”). The Referral Link will direct potential customers to the VPM Services registration website, where they will have the opportunity to purchase and subscribe for one or more VPM Services and otherwise register as a customer with VPM.

1.3.2 Alternatively, depending on the particular VPM Services being referred, the size of a potential referral or for any other reason, VPM may require for Affiliate to (1) enter into a customer referral form with us regarding the potential customer (e.g. larger enterprise customers) with such form to be provided by VPM, or (2) require the Affiliate to complete any online form or other process as designated from time to time by VPM is its sole discretion (any of the foregoing, a “Referral Form”). Potential customers who may require a Referral Form or may be subject to additional or different Referral Activity requirements or be subject to different referral fees may be referred to as “Non-standard Customers” herein. In certain situations, we may require you to have a potential customer provide their information to VPM directly (including via a contact web form). If we require this, such customer provided information is not a Referral Form but we must enter into a Referral Form directly with you regarding such customer referral to address our terms with you regarding this Non-standard Customer referral (e.g. identify the Referral Fees). You should not refer Non-standard Customers to us until we have a Referral Form with you covering such referral (and if we do not have a Referral Form with you, the customer will be treated as standard referral if referred via the Referral Link or no credit shall be given if the potential customer contacts us via any other method (unless we agree, in our sole discretion, to give you credit for the referral). VPM will use completed Referral Forms to communicate and engage directly with the potential customer for purposes of demonstrating, selling and registering them with the VPM Services. Referral Forms may contain additional terms and conditions applicable to the particular referral in addition to those set forth in this Agreement, including any differing referral fees that may be applicable. All Referral Forms shall be subject to the terms and provisions of this Agreement; provided that a Referral Form may include additional terms and provisions related to such potential customer referral, including referral fees that are different than those set forth in Exhibit B.

1.3.3 Additional referral methods may also be used as permitted or required by VPM or otherwise contemplated by applicable Program Documents (as defined in Section 1.6 below) from time to time.

1.3.4 While we typically accept all referrals, VPM reserves the right, in its sole discretion, to reject certain referrals on a case-by-case basis (e.g., Non-standard Customers that need to be referred via Referral Form). For each referral, VPM will use reasonable efforts to notify you via email within ten business days if we reject that referral, and will give a reason for rejection where reasonably possible. We can reject a potential customer for any reason or no reason, including if the potential customer is already in our sales funnel or lead list, or already has (or has had the past twenty-four (24) months) an active VPM Service account, or does not satisfy VPM’s other customer requirements. If we do not give you formal written notice of rejection within ten business days, the referral is deemed to have been accepted. If we reject the referral, we will not pursue a sales opportunity from the potential customer for a period of six (6) months (provided that the foregoing time limitation shall not apply for potential customers that we reject because (1) they are already in our sales funnel or lead list, (2) are referred to us independently by another third party or referral partner, or (3) are based on a potential customer reaching out to us directly without our initial contact). Please note that acceptance/non-rejection of a referral does not mean that the prospective customer has qualified as a “Referred Customer”, but instead only means that the referral may move forward with the “Referred Customer” qualification process as described herein. Accepted referrals will only qualify as a “Referred Customer” once they have satisfied all additional requirements and other terms and conditions as set forth herein.

1.4 Referred Customer Qualifications. Subject to any other requirements set forth in this Agreement or in any of the Program Documents, prospective customers will become “Referred Customers” for purposes of this Agreement if:

1.4.1 The referred customer utilizes the Referral Link to subscribe for or otherwise purchase one or more VPM Services, or

1.4.2 For referred customers that are the subject of a Referral Form (e.g. Non-standard Customers), VPM has received a completed Referral Form covering that prospective customer and that prospective customer elects to subscribe for or otherwise purchase one or more VPM Services within three (3) months after communicating and engaging directly with VPM regarding the VPM Services, or

1.4.3 The referred customer has otherwise been referred to VPM using other applicable referral methods approved by VPM at such time on a case-by-case basis and has subscribed for or otherwise purchased one or more VPM Services within any applicable timelines (if any).

1.4.4 Additionally, in the case of each of 1.4.1, 1.4.2, and 1.4.3 above, (A) the prospective customer must complete VPM’s required account registration process and satisfy any other qualification requirements applicable to the particular VPM Services being purchased (e.g., additional requirements set forth on Exhibit A or otherwise in effect from time to time); (B) the prospective customer must not by rejected by VPM per Section 1.3.4, (C) the prospective customer must not already have an active VPM Services account, and must not have had an active VPM Services account within the past twenty-four (24) months; (D) the prospective customer must not be the same person or entity as Affiliate and must not otherwise be owned by, affiliated with, related to, or part of the same corporate family as, Affiliate; and (E) the prospective customer must register for paid VPM Services and must not register for VPM Services provided on a free/trial/evaluation basis. Customers that do not use the Referral Link to register for their VPM Service subscription, that are not the subject of a completed Referral Form, that are not referred using other methods approved by VPM at such time, and that do not otherwise satisfy the requirements above shall not qualify as Referred Customers. Additional requirements and restrictions applicable to Referred Customers may also be set forth in Exhibit A, applicable Referral Forms and/or in the Program Documents.

1.5 No Authority. Affiliate shall not act as an agent or otherwise have any authority to make any statements or provide any materials or information to a prospective client or a Referred Customer hereunder, except for any specific VPM Materials that we may provide you pursuant to Section 3 below. Affiliate has no authority to enter into any agreement or incur any liability on behalf of us.

1.6 Program Documents; Affiliate Platform. Affiliate acknowledges that VPM may establish additional guidelines, policies, rules, or other documentation applicable to the VPM Referral Program (collectively, the “Program Documents”). Program Documents may contain terms and conditions in addition to those in this Agreement and are subject to change at any time. The Program Documents shall be communicated by or made publicly available or posted by VPM as they become applicable or are modified, and these may include web pages with information about Non-standard Customer requirements or referral fees for Non-standard Customers. Affiliate is responsible for reviewing the Program Documents regularly. Affiliate’s participation in the VPM Referral Program is subject to Affiliate’s compliance with the Program Documents as in effect from time to time and all of the Program Document are hereby incorporated by reference into this Agreement. Please note we may, in our sole discretion, also provide an online affiliate dashboard or platform related to our VPM Referral Program (the “Affiliate Platform”). The Affiliate Platform may include terms or provisions related to the VPM Referral Program, Referrals Fees, and other related provisions and all such terms and provisions shall all be considered “Program Documents” for purposes of this Agreement. For example, if the Affiliate Program allows or requires you to accept a certain Referral Fee structure, such selected or required Referral Fee structure shall apply to you and be an applicable Program Document.

1.7 Disclaimer. Nothing herein shall obligate VPM to accept a prospective client or provide the VPM Services to any prospective client or to enter into an agreement, terms of use or other similar customer contract (a “Customer Contract”) covering any of the VPM Services with any prospective client. VPM may reject or deny any prospective client at any time in its sole discretion. Affiliate acknowledges and agrees that each Customer Contract is a direct agreement only between the client and VPM. This means, with respect to a particular Customer Contract, Affiliate shall not have any right to review or negotiate such Customer Contract, or to be advised of or consulted regarding any Customer Contract.

2. PARTNER RESPONSIBILITIES, AGREEMENTS AND RESTRICTIONS.

2.1 Representations & Warranties. Affiliate represents, warrants and covenants that: (a) it possesses the full right, power and authority to enter into and fully perform this Agreement and is not legally prohibited from entering into or performing its obligations thereunder; (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions (corporate or otherwise); (c) it will not make any deceptive, false or misleading representations, warranties or statements about VPM, the VPM Services, any other VPM services or technologies, or the Parties’ relationship under this Agreement; (d) it will comply with all applicable laws in connection with this Agreement, including without limitation all laws that govern marketing email and all anti-spam laws and all FTC guidelines on disclosures; (e) when conducting Referral Activities it will otherwise act in a manner that is ethical and that reflects favorably on, and strengthens the reputation of, VPM and the VPM Services and is consistent with the terms and spirit of this Agreement and the Program Documents; (f) it will at all times comply with the Program Documents, including, without limitation, any lead generation or marketing policies or other referral requirements; and (g) Affiliate shall provide true, accurate, current and complete information about Affiliate as prompted during registration or by VPM’s Referral Forms and in any other form, document or agreement or otherwise from time to time reasonably requested by VPM for purposes of enabling VPM to evaluate and determine Affiliate’s continued eligibility to participate in the VPM Referral Program and Affiliate’s ongoing compliance with the terms and conditions of this Agreement and the Program Documents.

2.2 Restrictions and Requirements. Affiliate shall not present, display, or distribute the Referral Link and/or Referral Forms on, next to or in connection with any content, web page, site, e-mail or other media or communication that contains any: (i) nudity, pornography, or other sexual or adult material; (ii) hate propaganda or material that encourages or promotes illegal activity or violence; (iii) content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights; (iv) material that promotes or utilizes software or services designed to deliver unsolicited email; (v) material that violates any local, state, or national law, rule or regulation; (vi) viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines; or (vii) misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful, as determined in VPM’s sole discretion. Affiliate agrees to follow all instructions and restrictions provided by VPM with respect to use and distribution of the Referral Link and Referral Forms. Affiliate agrees that VPM will not be responsible, and that Affiliate will indemnify VPM in accordance with Section 9, for any malfunctions, errors, data, inaccuracies, or improper results attributable to Affiliate’s incorrect, unauthorized, or unsupported use or distribution of a Referral Link or Referral Form.

2.3 Other Restrictions. Affiliate shall not, undertake any deceptive or fraudulent methods when referring potential clients, including, but not limited to encouraging or promoting false, disingenuous or fraudulent account registrations, or utilizing keyword or cookie stuffing, spamdexing, malware, adware, hidden text or links, doorway or cloaked pages, link farming, blog comment spam, spyware, parasiteware techniques, automated “robot” techniques, software, downloads, context triggering, or other similar tactics to increase Referred Customers. Without limiting the foregoing, Affiliate will not submit fraudulent, false or misleading leads or Referral Forms.

2.4 Responsibility for Own Expenses. Affiliate shall bear all of Affiliate’s own costs and expenses associated with Affiliate’s compliance with this Agreement and Affiliate’s Referral Activities. Without limiting the foregoing, Affiliate agrees that any marketing activities performed by Affiliate under this Agreement shall be at Affiliate’s own cost and expense.

2.5 Disclaimer. The Parties acknowledge and agree that this Agreement shall in no way limit VPM’s right to market the VPM Services to prospective customers, or to engage other third parties to carry out marketing and referral services with respect to the VPM Services, or to accept other third parties as referral affiliates participating in the VPM Referral Program.

2.6 Reserved Rights. VPM reserves the right to research and investigate Affiliate and its activities and, at VPM’s own discretion, determine whether or not any of the prohibited practices listed in this Section 2 are being employed. If Affiliate is found in violation of this Section 2, this Agreement may be immediately terminated and all Referral Fees will be cancelled and forfeited.

2.7 Privacy. If Affiliate shares or provides any personal information to VPM (via a Referral Form, etc.), VPM will use that personal information solely for the limited purposes of (i) communicating with Affiliate regarding the VPM Referral Program and Affiliate’s Referral Activities, (ii) communicating with potential customers regarding the VPM Services and marketing the VPM Services to those potential customers, and/or (iii) as otherwise contemplated and permitted by applicable data protection laws. Affiliate is responsible for obtaining all necessary consents and giving all necessary notices to its employees, representatives, user, potential customers, referrals and other individuals whose personal information will be shared with or provided to VPM by Affiliate for the purposes contemplated by this Agreement (the “Data Subjects”). With this in mind, Affiliate hereby warrants and represents that it has provided all applicable notices to, and obtained all necessary authorizations from, the Data Subjects required for VPM to access and use their personal information in accordance with the purposes contemplated by this Agreement and applicable data protection laws. Affiliate shall not share with or provide to VPM any information that is considered “sensitive personal information” (or similar terms) under applicable privacy laws.

3. MARKETING MATERIALS, TRADEMARKS & IP.

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3.1 Materials. If we provide you with a copy of or access to any VPM marketing materials or other similar information or content (collectively, the “VPM Materials”), you will have, and hereby do have, a non-exclusive, nontransferable, royalty-free license to use such VPM Materials for the sole purpose of providing them to potential customers and marketing the VPM Services. When this Agreement ends, Affiliate will immediately cease all use of the VPM Materials, and destroy and/or return to us (as applicable) any and all copies of such VPM Materials.

3.2 Restrictions on VPM Materials. Affiliate shall not: sell, lease, license, copy, sublicense, decompile, disassemble, modify, reverse engineer, modify, or prepare derivative works of the VPM Materials; use the VPM Materials to provide commercial timesharing, rental, application service provider, or other services to any third parties; permit anyone else to use the VPM Materials without our prior written consent; or efface or obscure any copyright or other proprietary notices on any portion of the VPM Materials. Nothing contained in this Agreement shall grant or be deemed to grant you any right, title, or interest in or to the VPM Materials. VPM reserves all rights, including, without limitation, all intellectual property rights, in the VPM Materials and any related documentation not expressly granted in this Agreement.

3.3 Required Permission for Trademark Use. Affiliate may not use any VPM trademarks, trade names, logos or related names (the “VPM Marks”) without VPM’s prior written permission. Affiliate shall abide by any usage guidelines that VPM from time to time provides with respect to the VPM Marks, including in connection with any co-branding efforts undertaken by Affiliate. You may not run any paid search campaigns using the VPM Marks or any related keywords or otherwise related to this Agreement. Without limiting the foregoing, Affiliate agrees not to bid or purchase any VPM Marks as AdWords, keywords, or any other similar advertising, search or query word or terms, on Google, Bing, Yahoo, Facebook, YouTube, Pinterest, or any other similar search engine service, social media platform or website.

3.4 Trademark Use. Affiliate shall not alter or remove any of the VPM Marks affixed to any of the VPM Materials or any other materials provided by VPM. Nothing contained in this Agreement shall grant or be deemed to grant Affiliate any right, title or interest in or to any VPM Marks. Affiliate may not challenge or assist others to challenge any of the VPM Marks or their registration or attempt to register any trademarks, marks or trade names confusingly similar to any of the VPM Marks. If Affiliate acquires any goodwill or reputation in any of the VPM Marks, all such goodwill or reputation shall automatically vest in VPM, and Affiliate agrees to take all actions necessary to effect such vesting. When this Agreement ends, Affiliate will immediately cease use of all VPM Marks.

3.5 VPM Intellectual Property.

3.5.1 Definitions. For purposes of this Agreement, the following defined terms have the following meanings: (1) “VPM IP” means the VPM Services, the VPM Materials, the VPM Marks, and all intellectual property therein or related thereto, and any other software, technology, platforms, materials or intellectual property that may from time to time be created or developed by VPM or its licensors, representatives or agents (including any modifications or derivatives to the VPM Services, the VPM Materials, the VPM Marks), including any and all Intellectual Property Rights to the foregoing; (2) “Intellectual Property Rights” means patents, copyrights, utility models, trademarks, design rights, database rights, trade secrets, know-how and other rights in confidential information, trade and business names and all other intellectual property rights, proprietary rights and forms of protection of any kind of a similar nature or having a similar effect in any country or jurisdiction, whether registered or unregistered, together with all registrations, applications, renewals and extensions of and to such rights; and (3) “Feedback” means any feedback from Affiliate or its employees or representatives related to the VPM Services, including without limitation, feedback on features or functionality, usability, and specifications therefor, and may also include suggestions or ideas for improvements or enhancements to the VPM Services.

3.5.2 VPM Ownership. Affiliate agrees that all of the VPM IP and all Feedback are owned by VPM or its licensors, and are protected by U.S. and international intellectual property laws, and that VPM or its licensors (as applicable) do and shall solely own and retain all right, title and interest to, including all Intellectual Property Rights in, the VPM IP and all Feedback, any and all modifications, enhancements and derivative works made to the foregoing. VPM IP is the Confidential Information of VPM. Affiliate agrees to assign and hereby does assign to VPM all of its right, title and interest in and to the Feedback, including all Intellectual Property Rights therein. If, notwithstanding the assignment of Feedback set forth above, Affiliate retains ownership of any Feedback, then Affiliate hereby grants to VPM a nonexclusive, perpetual, irrevocable, worldwide, royalty-free right and license to use, disclose and exploit such Feedback without restriction, including, without limitation, to use the Feedback for its business and commercial purposes and to reproduce, modify, create derivative works of, license, distribute and otherwise commercialize the Feedback as part of any of VPM’s offerings. VPM hereby reserves all rights not expressly granted to Affiliate in this Agreement.

4.REFERRAL FEES AND PAYMENT.

4.1 Referral Fee. Your sole compensation for referring a Referred Customer shall be the referral fees (the “Referral Fees”) calculated and paid as set forth in the Program Documents, or, in select cases for Non-standard Customers, as set forth in a Referral Order. Exhibit B contains additional terms applicable to Referral Fees. If you are unsure of what Referral Fees are applicable to you, please contact us. Please note that Referral Fees shall be net of the deductions, offsets and discounts as specified on Exhibit A or Exhibit B or any Referral Form or Program Documents. Notwithstanding the foregoing, different Referral Fees may apply to the extent set forth in a Referral Form, applicable Program Documents, or as otherwise mutually agreed by the Parties from time to time.

4.2 Payment Terms. Subject to the terms and conditions of Exhibit B, Referral Fees will be due and payable net sixty (60) days after the end of the month in which the Referral Fees accrued (with “accrual” being determined as specified on Exhibit B). All payments will be made in U.S. Dollars. Payments do not include any taxes or duties assessed by governmental authorities.

4.3 Taxes and Duties. Affiliate will pay all sales, use, withholding and other taxes, duties, or fees imposed by any applicable laws and regulations as a result of the payments it receives under this Agreement. Affiliate will supply any tax reporting forms or documents required by VPM and Affiliate understands and agrees that VPM will not be required to make any payments to Affiliate unless and until Affiliate provides any such document requested by VPM from time to time.

4.4 Referral Tracking and Information. VPM will use reasonable efforts to respond in a timely manner to any questions or information requests Affiliate may have with respect to the status of Referred Customers and corresponding Referral Fees potentially earned by Affiliate. VPM may in its sole discretion provide Affiliate with access to the Affiliate Platform that permits Affiliate to track Referral Fees earned. In such case, Affiliate shall comply with any and all terms, conditions and use requirements applicable to such Affiliate Platform, and Affiliate acknowledges that delays in information processing may impact the accuracy and completeness of information reflected in any such dashboard.

5. DISCLAIMER.

VPM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (WHETHER IN FACT, BY OPERATION OF LAW OR OTHERWISE), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. VPM EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE WITH RESPECT TO THE VPM SERVICES, VPM MATERIALS AND OTHER VPM IP. VPM MAKES NO WARRANTIES OF ENJOYMENT, NON-INFRINGEMENT, AND/OR NON-INTERFERENCE WITH RESPECT TO THE VPM SERVICES, VPM MATERIALS AND OTHER VPM IP. VPM DOES NOT WARRANT THAT THE VPM SERVICES ARE ERROR-FREE OR THAT OPERATION OR USE OF THE VPM SERVICES WILL BE SECURE OR UNINTERRUPTED. AFFILIATE DOES NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF VPM TO ANY POTENTIAL CUSTOMER OR OTHER THIRD PARTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE PARTIES, TRADE USAGE OR INDUSTRY CUSTOM. VPM IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM AFFILIATE’S USE OF VPM MATERIALS OR AFFILIATE’S DEALING WITH ANY POTENTIAL CUSTOMER. AFFILIATE UNDERSTANDS AND AGREES THAT AFFILIATE’S PARTICIPATION IN THE VPM REFERRAL PROGRAM IS AT AFFILIATE’S OWN DISCRETION AND RISK. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. VPM DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT VPM IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

6. LIMITATION ON LIABILITY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, VPM WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO AFFILIATE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF VPM IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

UNDER NO CIRCUMSTANCES WILL VPM’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY VPM TO AFFILIATE UNDER THIS AGREEMENT (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION). AFFILIATE AGREES THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO ITS PARTICIPATION IN THE VPM REFERRAL PROGRAM OR THIS AGREEMENT MUST BE BROUGHT BY AFFILIATE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES AND OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND AFFILIATE SHALL NOT BE PERMITTED TO BRING ANY CLAIMS RELATED THERETO.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE REFERRAL FEES OFFERED BY VPM TO AFFILIATE AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

7. CONFIDENTIALITY.

This Agreement, the Program Documents and any other terms, conditions, policies, information, materials, agreements and contracts applicable to this Agreement, the VPM Services and/or Affiliate’s participation in the VPM Referral Program are the confidential information of VPM (collectively, the “Confidential Information”). Affiliate shall not use any Confidential Information for any purpose other than to the limited extent necessary to perform its obligations under this Agreement. Affiliate may not disclose any Confidential Information to any third parties, except those Affiliate employees who require the information to assist Affiliate with performing obligations under this Agreement and who have signed a confidentiality agreement at least as protective of the Confidential Information as the terms of this Agreement. Affiliate shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Affiliate shall exercise the same degree of care to protect Confidential Information as it does to protect its own highly confidential information of like nature, which shall in no event be less than reasonable care.

8. TERM AND TERMINATION.

8.1 Term and Termination. This Agreement will begin on the Effective Date and remain in effect until terminated by either Party for any or no reason upon sixty (60) days prior written notice to the other Party. We may also terminate this Agreement immediately in the event that you have breached (or we believe you have breached) any term or provision of the Agreement or we are terminating our affiliate program.

8.2 Effect of Termination. Except as expressly required by law, if either Party terminates this Agreement in accordance with any of the provisions of this Agreement, neither Party will be liable to the other, because of such termination, for expenditures or commitments made in connection with this Agreement or damages caused by the loss of prospective profits or anticipated sales. Termination will not, however, relieve either Party of obligations incurred prior to the effective date of the termination. Upon termination, Affiliate will immediately cease all Referral Activities and other activities hereunder and shall cease use of the VPM Materials and VPM Marks, and destroy and/or return to VPM (as instructed by VPM) any and all copies of such VPM Materials. Upon termination, Affiliate may no longer identify itself as a VPM referral partner or participant in the VPM Referral Program and shall remove all references to VPM from Affiliate’s website (if any). Affiliate shall return or destroy all Confidential Information and shall provide a written certification of such return or destruction if requested by VPM. Upon termination, VPM will only be responsible for paying any Referral Fees, including any commission for any referrals accepted prior to the effective date of the termination. Notwithstanding the foregoing or anything in this Agreement to the contrary, VPM shall not be required to pay any Fees or any other amounts or fees to Affiliate in the event that VPM terminates this Agreement for cause or if VPM, in its reasonable discretion, determines that Affiliate breached or violated any term of provision of this Agreement (including any determination made after termination or expiration of this Agreement with respect to future amounts to be paid). The following provisions will survive any expiration or termination of this Agreement: Sections 2, 3, 4.3, 5, 6, 7, 8, 9, 10 and 11.

9. INDEMNITY.

Affiliate will defend, indemnify and hold harmless VPM and its affiliates and their respective employees, directors, agents, and representatives (“VPM Indemnified Parties”) from and against any lawsuit, claim, allegation, damage, liability, cost, loss or expense (including reasonable attorneys' fees) that may at any time be incurred by any of them resulting from, relating to or arising out of: (i) Affiliate’s breach or violation of this Agreement or any Program Documents, (ii) Affiliate’s negligence, willful misconduct, fraud or violation of applicable law, and/or (iii) any claims or disputes between Affiliate and any prospective customer or Referred Customer. The applicable VPM Indemnified Party shall give Affiliate prompt written notice of the claim. Affiliate shall have full and complete control over the defense and settlement of the claim, provided that no settlement admitting liability on the part of a VPM Indemnified Party may be made without the express written consent of such VPM Indemnified Party. The applicable VPM Indemnified Party shall provide such assistance in connection with the defense and settlement of the claim as Affiliate may reasonably request at Affiliate’s cost and expense.

10. ARBITRATION

10.1 Agreement to Arbitrate. This Section is referred to as the “Arbitration Agreement.” Affiliate agrees that any and all disputes or claims that have arisen or may arise between Affiliate and VPM, whether arising out of or relating to this Agreement or in connection with Affiliate’s participation in the VPM Referral Program, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that Affiliate may assert individual claims in small claims court, if Affiliate’s claims qualify. Affiliate agrees that, by agreeing to this Agreement, Affiliate and VPM are each waiving the right to a trial by jury or to participate in a class action. Affiliate’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either Party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.

10.2 Prohibition of Class and Representative Actions and Non-Individualized Relief. Affiliate and VPM agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both Affiliate and VPM agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).

10.3 Pre-Arbitration Dispute Resolution. VPM is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to the participant’s satisfaction by emailing VPM’s support team at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to VPM should be sent to VPM at 1887 Whitney Mesa Dr #8771, Henderson, NV 89014 Attn: Legal (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If VPM and Affiliate do not resolve the claim within sixty (60) calendar days after the Notice is received, Affiliate or VPM may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by VPM or Affiliate shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Affiliate or VPM is entitled.

10.4 Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless VPM and Affiliate agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If Affiliate’s claim is for $10,000 or less, VPM agrees that Affiliate may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If Affiliate’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

10.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.

10.6 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

10.7 Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the Parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.

11. MISCELLANEOUS.

11.1 Entire Agreement. This Agreement, including its Exhibits, any Referral Forms and any Program Documents, constitutes the entire understanding between the Parties regarding referrals and Affiliate’s participation in the VPM Referral Program. This Agreement supersedes and repeals all previous negotiations and discussions. To the extent possible, this Agreement and all Referral Forms shall be interpreted and applied in a complimentary, cohesive manner. In the event of any conflict between this Agreement and a Referral Form, terms and conditions in the Referral Form solely relating to qualification of Referred Customers and calculation of Referral Fees shall govern and control, and in all other respects the other terms and conditions of this Agreement shall govern and control.

11.2 Modification. This Agreement may be updated, amended or modified by VPM at any time upon thirty days’ advance written notice to Affiliate (with notice delivered via email being sufficient for this purpose), provided that any such amendment will not relieve VPM of any payment obligations incurred prior to the effective date of the amendment. VPM may modify the Program Documents at anytime as set forth above. Affiliate’s continued participation in the VPM Referral Program following any such update, amendment or modification will constitute Affiliate’s acknowledgement of the modified Agreement and Affiliate’s agreement to abide and be bound by the modified Agreement.

11.3 Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. All suits, actions, disputes and controversies arising out of this Agreement shall be brought in the state or federal courts located in Wilmington, Delaware and the Parties hereby consent to the personal and exclusive personal jurisdiction and venue of these courts.

11.4 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. You may not assign any of your rights, obligations, or privileges under this Agreement, including by operation of law. Any attempted assignment in violation of this section shall be void. There are no intended third party beneficiaries of this Agreement.

11.5 Waiver. Waiver of a breach of any provision of this Agreement or the failure to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.

11.6 Compliance with Laws. Each Party shall be responsible for complying with all laws applicable to its activities under this Agreement including without limitation, in the case of Affiliate, obtaining and maintaining at its own expense any required registrations or permits.

11.7 Expenses. Each Party shall bear its own expenses in carrying out its obligations under this Agreement, unless otherwise agreed.

11.8 Counterparts. This Agreement may be executed in counterparts both of which shall be deemed to be original, but all of which together shall constitute a single instrument.

11.9 Notices. Unless otherwise specified herein, any notice, approval, request, authorization, direction or other communication under this Agreement will be given in English in writing and will be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered personally to the Party to whom the same is directed; (ii) one business day after deposit with a commercial overnight carrier, with written verification of receipt; or (iii) five business days after the mailing date, whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available. All notices sent hereunder shall also include email copy to a Party at the email addresses used by the Parties during their relationship provided such email shall not be considered legal notice hereunder. A Party may update its address or email for notice under this Section by providing notice thereof to the other Party consistent with the terms of this Section.

11.10 Independent Contractors. The relationship of the Parties established by this Agreement is that of independent contractors, and neither Party is employed by the other Party. Neither Party shall have any power or authority, expressed or implied, to make any commitment or incur any obligations on behalf of the other Party other than the making of referrals as set forth expressly herein. Each Party agrees to indemnify, defend and hold the other Party harmless for any costs, liabilities, damages, suits, or expenses arising from the inadvertent or intentional creation of any commitment or obligation (legally binding or otherwise) on the other Party.

11.11 Construction. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the Parties, and the remaining portions shall remain in full force and effect.

BY PARTICIPATING IN THE VPM REFERRAL PROGRAM AND/OR ACCEPTING THIS AGREEMENT (OR OTHERWISE BEING BOUND AS DESCRIBED ABOVE), AFFILIATE AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE CEASE ALL FURTHER REFERRAL ACTIVITIES.

Exhibit A

VPM Services, Referral Fees & Additional Terms

The particular VPM Services that fall within the scope of the VPM Referral Program are set forth below, and the corresponding service-specific requirements shall also apply to potential customers referred by Affiliate for those VPM Services. Additional VPM Services and additional applicable requirements may be added to this Exhibit from time to time consistent with Section 11.2.

Exhibit B

Referral Fees

1. Applicability
   The terms of this Exhibit B shall generally apply to standard referrals. Affiliate acknowledges that different Referral Fee amounts may be set forth in Program Documents (including terms in the Affiliate Platform) or a Referral Form for Non-standard Customers and those amounts shall apply instead of the terms of this Exhibit. However, unless expressly set forth in Program Documents or a Referral Form, the other terms of this Exhibit shall apply regarding the Referral Fee process except for the actual Referral Fee amounts (e.g., minimum payout threshold, payment timeline, triggering of payment obligations, etc.).

2. Payment Accrual
   Referral Fees shall only be paid (and shall only be deemed to have accrued) if the applicable Referred Customer has completed all applicable account registration requirements, and only once the Referred Customer’s paid VPM Service subscription/account has been active (i.e., not terminated) for at least thirty (30) days. Additionally, no Referral Fees shall be paid on amounts refunded to a particular Referred Customer or on accounts that are cancelled by a Referred Customer within thirty (30) days of subscription/account creation. A minimum payment threshold of $40 shall apply and no payments shall occur until that threshold has been reached.

3. Referral Fee Calculation
   Unless different Referral Fees are set forth in a Referral Form or otherwise mutually agreed by the Parties, for each Referred Customer satisfying the requirements specified in Section 1 above and elsewhere in this Agreement and applicable Program Documents, VPM shall pay Affiliate a Referral Fee equal to the amount set forth in the Program Documents (which may include the amounts set forth in the Affiliate Platform).
   Please note that different/customized Referral Fees shall typically apply for Referred Customers referred via Referral Form. Those Referral Fees shall be set forth in the applicable Referral Form or applicable Program Documents, or as otherwise mutually agreed by the Parties in writing at such time.

4. Payment Method
   Affiliate shall be paid in accordance with VPM’s standard payment processing practices for the VPM Referral Program. Affiliate agrees to create (if not already done) and maintain an account with a payment platform designated by VPM (for example, PayPal or Zelle may be designated by VPM as the payment platform for receiving Referral Fees) and/or to otherwise provide payment processing and account information as required for VPM to process such payments.
   Failure to maintain any required accounts and otherwise provide account and payment processing details to VPM (e.g., a related PayPal or Zelle email address or applicable bank account information) may result in delayed payment and/or payment cancellation. VPM shall have no liability or responsibility to pay you in the event that you do not provide accurate payment information as from time to time required by VPM to facilitate payment.
   Any payments not delivered within 180 days or more after the applicable payment accrued due to lack of accurate account and payment processing information from Affiliate shall be cancelled, to the extent permitted by applicable law. It is Affiliate’s sole responsibility to ensure that the payment details are accurate.

5. No Referral Fees After Cancellation
   In the event that any Referred Customer cancels or terminates its active account and later re-subscribes or re-purchases any VPM Services, Affiliate shall not be entitled to receive any Referral Fees related to such re-subscription, re-purchase, or any future subscriptions or purchase from such customer.

6. Final Determinations
   VPM reserves the full and final right and authority, in its sole discretion, to:
   (i) make determinations of the amount of Referral Fees to be paid hereunder, and
   (ii) refuse payment if Affiliate has violated the terms of this Agreement.

7. Additional Information
   Affiliates may be required to provide a W-9 or other tax information to us to receive Referral Fees. You agree to provide such information promptly upon request and agree we may withhold Referral Fees to the extent permitted by applicable law if you do not provide such information.