Sales and Referral Relationship Addendum

This Sales and Referral Relationship Addendum (the “Addendum”) is to be effective as of the countersigned date on the Partner Agreement Form (“Effective Date”) Elite and Company agree as follows:

1. Sales and Referrals. Elite grants Company the non-exclusive, limited authority to promote the Services to its customers and end users, sell the Services directly to its customers and end users, and/or to refer potential buyers of the Services to purchase directly from Elite. Notwithstanding, Elite reserves the right to refuse to accept any order from any potential customer for any reason.
2. Customers. An entity that receives the Services from Company as a result of Company selling, charging, and billing, and assisting for such Services is hereinafter referred to as a “Company Customer.” An entity that purchases the Services directly from Elite as a result of Company promoting the Services and/or directing the entity to purchase from Elite is hereinafter referred to as a “Referred Customer.” Company Customers and Referred Customers are collectively referred to as “Customers.” A Referred Customer shall be considered to be both a customer of Company and a customer of Elite. Elite may communicate with, and make efforts to retain cancelled Referred Customers, and may make efforts to retain cancelled subscribers of Services which are no longer active Company Customers.
3. Use of Services. Company may grant access to the Services only to its direct Customers or prospective direct Customers. Company and its Customers may not, without PosterElite’s written consent, enter an indirect relationship with a third party to distribute the Services. Each Customer may grant access to the Services only to its employees or other authorized agents of the Customer (each, an “End User”). Customers who elect to purchase and/or use the Services as provided by Company or Elite shall abide by Elite’s terms of use as outlined in applicable Services in Exhibit A. Company will make reasonable efforts to ensure Company Customers abide by these terms.
4. Software. The Services provided by Elite may include or rely upon online applications, APIs, websites, portals, or other technology-based components, collectively referred to herein as “Software.” If the contracted Services under any Partner Agreement Form or Agreement include or rely on Software, the Elite Software Terms and Conditions located at https://posterelite.com/legal/software-terms/ are hereby incorporated into this Agreement by reference.
5. Use of Marks. During the term of this Addendum, Company may use Elite’s logos, trademarks, service marks, and marketing materials, as well as links and images provided by Elite (collectively, “Marks”), in each case when approved in writing by Elite, and solely in connection with Company’s advertisement and promotion of the Services, and in accordance with Elite’s instructions. Company shall not otherwise use, copy, distribute, change, modify, or alter any such Marks, or remove or destroy any copyright notices or other proprietary markings. The license to use Elite’s Marks is neither assignable nor transferable and terminates immediately without further action by either party upon termination of this Addendum. Elite will not use Company’s Marks without Company’s prior written consent. Company agrees that Elite is expressly permitted to use Company’s logos, trademarks, and service marks to the limited extent necessary to provide Company with private-label Services and promotional materials for those Services. Company represents and warrants that Elite’s use of Company’s Marks will not infringe on or misappropriate any rights to or title in any Intellectual Property belonging to any third party. Elite may place Company’s logo on its website.
6. Company Obligations. Company shall: (a) conduct business in a manner that reflects favorably at all times on the Services and the good name, goodwill and reputation of Elite; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to Elite or the Services; (c) make no false, disparaging, or misleading representations with regard to Elite or the Services; (d) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Elite or the Services; (e) make no representations, warranties or guarantees with respect to the specifications, features or capabilities of the Services that are inconsistent with the literature distributed by Elite; (f) ensure the proper and continuing operation of the websites or URL’s provided by Elite for the purpose of the Agreement, (g) provide accurate company, company contact, email, and ship to address for Company Customers who purchase Services; (h) Company shall promptly notify Elite of any functionality that ceases to function correctly; and (i) immediately discontinue all marketing, sale, and promotion of Products, and remove any reference to Elite, the Services, and any websites or links provided by Elite upon written notice by Elite, that in its sole discretion, Company has violated one or more of the obligations in this section.
7. Taxes and Other Charges. Company is solely responsible and liable for payments of any and all freight charges, royalties, eligible taxes, levies, fees, duties, and other charges imposed by any companies, individuals, and national, state, or local government authority arising from the sale and shipment of the Services. Except for the foregoing, each party will be responsible for its own taxes, including those based on a party’s income, unemployment, social security, payroll, and wages.
8. Royalty Payments. Under certain circumstances, if applicable based on the terms outlined in the Partner Agreement Form of the Agreement, and when Referred Customers use channels which are pre-approved by Elite for purchases of Services directly from Elite, royalty payments may be earned by Company for Referred Customers. When royalty fees are applicable, Elite will pay such royalty fees to Company within forty-five (45) days of the end of month in which the applicable Referred Customer transaction occurred. Royalty fees shall apply only to paid revenue during the applicable period less any refunds or charge-backs during that period. Elite agrees to maintain records and accounts as are reasonably necessary to verify royalty fees for not less than twelve (12) months, and will make such records available, where applicable, to Company upon request.