PARTNER AGREEMENT

This PARTNER’s Agreement (“Agreement”) is made effective as of this date by and between FLEXXBUY LLC, a Delaware limited liability company (referred to herein as the “Company”) and the individual completing this form (the “PARTNER”). Company and PARTNER shall be referred to collectively herein as the “Parties”.

1. AGENCY: Company, its subsidiaries and/or affiliated entities, appoints the PARTNER as its PARTNER for the following purposes: selling Business clients financing vehicles for their use and/or their customers use involving Company (such persons shall be referred to collectively herein as the “clients”).

2. INDEPENDENT CONTRACTOR: This Agreement shall not render the PARTNER an employee, partner, or joint venture with the Company for any purpose. The PARTNER is and will remain an independent contractor in his or her relationship to the Company. The Company grants you a non-exclusive, non-transferable, revocable right to: 1.) use the FLEXXBUY name and complement of products; and 2.) Access written material through the Company’s online platform. The Company shall not be responsible for withholding taxes with respect to the PARTNER’s compensation hereunder. The PARTNER shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

3. DUTIES: There shall be no minimum production level for PARTNER, but PARTNER will conduct business in a manner that reflects favorably at all times on the Services and the good name, good will and reputation of the Company; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to the Company, the Services or the public; (iii) make no false or misleading representations with regard to the Company or the Services; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to the Company or the Services; (v) promote proper use of the Services, and make no representation, warranties or guarantees to potential Merchants with respect to the specifications, features or capabilities of the Services that are inconsistent with the literature distributed by the Company.

4. AUTHORITY: PARTNER shall lack authority to bind Company to any agreement or contract with clients until PARTNER obtains written consent from an officer of Company on this Agreement.

5. MARKETING POLICY: PARTNER agrees that in utilizing Company’s web document links provided to PARTNER, PARTNER will not alter links or the content in any way unless provided such an option by the Company. Except as expressly authorized in this Agreement, PARTNER shall not create, publish, distribute, or permit any written material that makes reference to Company or the term “Flexxbuy” without first submitting such material to Company and receiving written consent from Company. PARTNER will not make any claim to ownership of the Promotional Material, or of the copyright, trademark, or other intellectual property therein, all of which the Parties acknowledge belong to the Company.

PARTNER represents and warrants the following:

*PARTNER has the legal authority to enter into this Agreement and be bound to the promises, covenants, and duties set forth.
*PARTNER will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company’s website.
* PARTNER warrants that the information furnished to Company about PARTNER is correct, complete and sent in due order and that the information corresponds to actual facts. The PARTNER must notify the Company immediately of any changes in the information by updating the information about said PARTNER by emailing notification of any change to Info@FLEXXBUY.com.
Company reserves the right and power to demand PARTNER to stop using written, published, or distributed content/information/videos of any sort if the Company deems them to be inappropriate or in a manner that poorly represents Company in any manner. All ads and/or marketing materials generated by PARTNER must meet standards set by the Company.

6. NON-CIRCUMVENTION: PARTNER shall not to circumvent or deprive Company of any present or prospective business, directly or indirectly, or do anything to cause Company to fail to procure any available business, the payment of fees, commissions, or any other form of compensation from any transaction or potential transaction in which the Company was capable of participating. Company is free to pursue business relationships with any parties Company comes in contact with through this relationship with PARTNER.

7. EMPLOYMENT SOLICITATION: The Parties agree to neither solicit nor accept solicitation of employment of other Party’s current and recent employees. A recent employee is one who worked for the other party at least one day in the preceding twelve months.

8. CONFIDENTIALITY: Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information of the other Party. Each Party shall ensure that its employees who have access to Confidential Information of the other Party have signed a  non-use and non-disclosure agreement (an “NDA”) in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Such NDA will make the confidentiality mandates of this Agreement binding on any signatory of the NDA and make the signatory responsible to the Parties to this Agreement. either Party shall make any copies of the Confidential Information of the other Party unless the same are previously approved in writing by the other Party. Each Party shall reproduce the other’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in the original.

9. INDEMNIFICATION: PARTNER shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of PARTNER’s promises, representations or warranties, including those made in this Agreement. PARTNER shall also indemnify and hold Company harmless for any damage, loss or other cost arising out of the use or misuse by PARTNER of Promotional Materials.

10. TAXES: Company shall not be responsible for any taxes owed by PARTNER arising out of PARTNER’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to PARTNER.

11. LIMITATION OF LIABILITY: Company shall not be liable to PARTNER for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this agreement, use or misuse of the Promotional Materials, or
other performance of services under this Agreement.

12. CONTRACT TERMINATION: PARTNER can in NO WAY make promises or guarantees to the client for services offered by Company. Any promises PARTNER makes have no legal implications or benefits to the client from Company.

Company is entitled to terminate this Agreement and/or suspend the PARTNER from service or from a certain Company’s Affiliate program if:

Company considers the PARTNER or the content of his website inappropriate in any way.

Company is requested to do so, for any reason, by a company to whose Affiliate or Partner Program the PARTNER is registered.

The PARTNER acts fraudulently or illegally in any way or the PARTNER in any other way breaches any of the provisions in this Agreement (the “inactivity clause” below, notwithstanding).

The PARTNER does not comply with any law or regulation State or Federal.

PARTNER may terminate this Agreement at any time and for any reason by providing notice in writing, via email or letter

Upon suspension of the PARTNER from the Company’s Partner Program, the PARTNER shall immediately cease and desist from any and all utilization of the Company web platform, online documents, paper documents, and any marketing materials PARTNER may have procured from Company.

Upon termination of this Agreement, Company shall inform the PARTNER immediately through email and telephone of the termination.

PARTNER may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of Company. PARTNER agrees that Company may assign its rights and obligations under this Agreement and divulge or transfer information about the PARTNER’s website, e-mail, etc. to any third party.

13. EXPENSES: The Company shall not be obligated to reimburse the PARTNER for any additional expenses incurred in the performance of services pursuant to this Agreement unless agreed in writing by the Company in advance.

14. TERM: The initial term of this Agreement shall be for a period of two (2) years, commencing on the Effective Date. This Agreement shall thereafter be automatically renewed for additional terms of one (1) year each unless either Party notifies the other no later than ninety (90) days prior to the end of the current term that it does not wish to renew this Agreement.

15. EXCLUSIONS: Excluded from this Agreement are all existing written agreements in place at the time of the execution of this Agreement with other partners.

16. MODIFICATION: This Agreement may not be modified except by amendment reduced to writing and signed by both Company and PARTNER. No waiver of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach thereof. However, Company reserves the right to change Company policy and operating procedures at any time, as deemed necessary to keep Company’s finances liquid.

17. ENTIRE AGREEMENT: This Agreement sets forth the entire agreement and understanding between the Parties relating to the subject matter herein and supersedes all prior discussions between the parties. This agreement supersedes all previous agreements made between yourself and the Company, or anyone who presently works for or has previously worked for the Company. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in the PARTNER’s duties or commission will not affect the validity or scope of this Agreement.

18. GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION: THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. PARTNER HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF OHIO FOR ANY LAWSUIT FILED THERE AGAINST THE PARTNER BY THE COMPANY ARISING FROM OR RELATING TO THIS AGREEMENT.

19. SEVERABILITY: If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

20. HEADINGS: Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

21. ATTORNEY FEES: In the event that this Agreement becomes subject to litigation between the Parties hereto, the Parties agree that the prevailing party shall be entitled to an award of attorney’s fees, costs, and the prevailing statutory interest from the other Party.

22. ADDITIONAL ACKNOWLEDGMENTS: Both Parties acknowledge and agree that: (a) the Parties are executing this Agreement voluntarily and without any duress or undue influence; (b) the Parties have carefully read this Agreement and have asked any questions needed to understand the terms, consequences, and binding effect of this Agreement and fully understand them; and (c) the Parties have sought the advice of an attorney of their respective choice if so desired prior to signing this Agreement.

23. FURTHER DOCUMENT: If any other provisions or agreements are necessary to enforce the intent of this document, both Parties agree to execute such provisions or agreements upon request.

24. COMMISSIONS: For the PARTNER’s services, Company shall pay PARTNER based on the most current and up-to-date Schedule A as per the level PARTNER selected and Company agreed to. Any changes to the Schedule A will be made public to the PARTNER either through a private correspondence or through its publication is a secured Company location. PARTNER pricing and commissions will be locked in at the time a file/lead is submitted and accepted by Company and Client.

1. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date payment method in the  Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.
2. Third party payment processors. Company may utilize third party payment processors or service providers (collectively, “Payment Processors”) in order to facilitate payments under the Company Partner Program. Partner is solely responsible for providing and maintaining with the Company and the Payment Processor(s), its current contact information and address for receipt of payments under this Agreement.  The Company will have no liability for, and will not resend, payments returned due to incorrect payment addresses.  Payments due hereunder will be made within forty-five (45) days after the end of the calendar month in which the corresponding amounts are collected by the Company.
3. Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool. 

25.   Training and Support. We may make available to you, without charge, various webinars and other resources made available as part of our Partner Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Partner Program benefits or offerings at any time without notice.

26. Proprietary Rights. No license to any software is granted by this Agreement. The Company’s Services are protected by Intellectual Property Laws. The Company Services belong to and are the property of us or our licensors (if any). Partner acknowledges and agrees that the Company maintains exclusive ownership of the Services, Company Trademarks, and Company marketing materials, including all derivative works, updates, or modifications thereto, and all copies and all portions thereof. All goodwill arising with respect to the use of the Services, Company Trademarks, and Company marketing materials shall inure to Company’s exclusive benefit. Partner will not attack, question, or contest the validity of Company’s ownership of Company Intellectual Property Rights, both during the Term and thereafter. Partner will not remove, alter, or conceal any Company copyright or other proprietary notice displayed on the Services, Company Trademarks, or Company marketing materials. Partner shall not use any language or display Company Intellectual Property Rights in such a way as to create the impression that Company Intellectual Property Rights belong to the Partner.

We encourage all customers, affiliates and partners to comment on the Company products or services, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Company products, without payment to you except there has been a prior agreement to that effect.

CONDITIONS:

A file/lead is considered “submitted”, as used in the paragraphs above, after being approved by Company and/or its affiliate lenders underwriting and after a successfully processed enrollment or monthly payment, should Client be paying money to begin our services and in the event commission is subject to enrollment into a program.

The PARTNER will be paid by ACH by Company unless otherwise arranged between Parties.

Enrollment Fee commissions are considered commissionable on the Friday following the week a referred account has been made active.

Residual commissions are processed on or about the 15th of each month for revenue deemed commissionable the previous calendar month. 

IN WITNESS THEREOF, this Agreement has been duly executed by the parties hereto, either by signature, e-signature , or electronic acknowledgment.

PARTNER hereby authorize Company to initiate debit and/or credit entries utilizing the banking instrument/account provided Company. If no valid instrument is in possession of Company, commission payment will be accrued until a valid instrument has been provided.

PARTNER authorizes Company to reverse or debit any credit entries made in error to PARTNER’s banking instrument/account. PARTNER acknowledge that the origination of ACH and/or credit card transaction to or from PARTNER’s account must comply with the provision of U.S. law.

Schedule A- Commissions

Sales/Referral Partner: Enrolls new accounts that are made active with Flexxbuy or Refer warm leads that Enroll and are made active with Flexxbuy 

$200 per Enrollment (per $299 enrollment fee) plus 60% net residual commissions on residuals (entire portfolio)

Note: residual commissions are paid at the each level until the next level is reached, at which time, future commissions are paid at the new level. 

Override Commission: Refer a Partner to Flexxbuy and earn 10% of the gross residual fees earned on accounts