Abby Referral Partner Agreement

This Partner Agreement (“Agreement”) is entered into by and between Telassistant LLC dba Abby Connect (“Abby Connect”), maintaining its principal place of business at 6170 N Durango Dr Ste 200, Las Vegas, NV 89149 and the approved referral partner (“Referral Partner”, “you”, or “your”) accepting and agreeing to the terms of this Agreement by clicking a button or checking a box indicating your acceptance when presented with this Agreement. In consideration of the mutual promises contained herein, Referral Partner and Abby Connect agree as follows:

1. Addition of approved Referral Partner as an Abby Connect Partner

Abby Connect hereby adds the services of Referral Partner to the status of non-exclusive Referral Partner. The elements of which are set forth in this Agreement.

2. Responsibilities of approved Referral Partners:

a) Referral Partner shall undertake the following on behalf of Abby Connect:

1. List Abby Connect on the Partner or Member Benefit page of Referral Partner’s website (if any), which listing will include a link to a co-branded landing page, which Abby Connect will create and provide to Referral Partner. Language for this listing will be supplied by Abby Connect and approved by Referral Partner.
2. Announce Abby Connect Partner Program to Referral Partner’s community by email, social media, and/or any other mutually agreed upon communication channels.
3. Use the Abby Connect Marketing Materials (defined below) solely for the purpose of performing its obligations under this Agreement. Referral Partner shall not change or modify the Abby Connect Marketing Materials without Abby Connect’s prior written authorization. Any proposed change or modification to the Abby Connect Marketing Materials shall be approved in Abby Connect’s sole discretion.

3. Responsibilities of Abby Connect

a) Abby Connect shall:

For each new client that Referral Partner refers to Abby Connect hereunder, pay Referral Partner: $150 per Client Acquisition (the (“Per-Client Referral Fee”). For purposes of this Agreement, a “Client Acquisition” occurs if, within 12 months of a potential new client’s entry onto the Landing Page, Abby Connect received payment from the new client in full for the client’s first three (3) paid-subscription invoices. For sake of clarity, if a client: (i) requests a free trial but never registers for paid-subscription services from Abby Connect, (ii) fails to pay the initial three invoices for paid-subscription services within 12 months of registering on the Landing Page, or (iii) had a previous relationship with Abby Connect, no Per-Client Referral Fee shall be due to Referral Partner. In no event shall more than one Per-Client Referral Fee be paid to Referral Partner for a given client.

Provide a one-time discount of $125 off paid community member’s first bill.

Provide Referral Partner with Abby Connect Partner media toolkit (“Abby Connect Marketing Materials”) including, but not limited to Abby Connect’s logo, copy describing and promoting the Partner Program, overview of the Partner Program and opportunities, Partner marketing campaign planning tools.

Design, update, manage, and distribute all Abby Connect Marketing Materials, including, without limitation, any advertising and educational content material with regard to this Agreement and the discount program to which it relates.

Assume the administrative responsibilities relating to the discount program.

Provide a participation report to Referral Partner, upon request.

Determine, in its sole discretion, the suitability of any new client for paidsubscription services and whether to provide services to any client. Nothing in this agreement shall obligate Abby Connect to actually offer or sell any subscription services to any new or existing client.

4. Term of Agreement; Termination

a) The term of this Agreement shall commence on date of Referral Partner’s approval and shall continue until terminated in accordance with this Section 4. Either party may terminate this Agreement at any time upon providing 30 days written notice to the other party. Should either party elect to cancel or terminate this Agreement, all amounts owed shall be calculated as of the date of termination and paid within thirty (30) days. Abby Connect may terminate this Agreement immediately upon written notice to Referral Partner if, in Abby Connect’s sole and reasonable discretion: (i) Referral Partner has breached any term of this Agreement, (ii) Referral Partner’s continued performance or non-performance us likely to cause damage or injury to Abby Connect’s business, reputation, or customers, or (iii) Referral Partner becomes insolvent, files a petition in bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; in which case, notwithstanding anything to the contrary herein, Abby Connect may withhold any amounts relating to Referral Partner’s actions arising from or relating to such actual or alleged breach, performance, or non-performance.

b) Upon termination of this Agreement for any reason: (i) Referral Partner shall immediately cease using and either return or destroy, at Abby Connect’s sole option, any Abby Connect Marketing Materials; and (ii) either return or destroy, at Abby Connect’s sole option, any Confidential Information (defined below) in its possession.

5. INDEMNIFICATION

a) Referral Partner agrees to indemnify, defend, and hold harmless Abby Connect for any and all claims, suits, damages, liabilities, judgments, or settlements, including reasonable attorneys’ fees, costs and other expenses, or losses resulting from Referral Partner’s gross negligence, willful misconduct, breach of this Agreement, and any other activities related to its performance under this Agreement. Abby Connect will promptly notify Referral Partner upon receipt of any claim or legal action arising out of activities conducted pursuant to this Agreement. The rights and responsibilities established in this provision shall survive termination or expiration of this Agreement.

b) EXCEPT FOR (I) A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) BREACH OF A PARTY’S CONFIDENTIALITY, OR (C) A PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORSEEABLE OR THAT PARTY HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM SUCH PARTY’S PERFORMANCE OR NON-PERFORMANCE PURSUANT TO ANY PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

6. Dispute Resolution

Except as to any dispute giving rise to a claim for injunctive relief, the parties will use their commercially reasonable efforts to resolve any controversy or dispute arising out of or relating to this Agreement promptly by informal negotiations between them in the manner described in this section 6. The party indicating the dispute resolution process under this Section 6 must provide written notice (“Dispute Notice”) to the other party of its intention to begin such informal negotiations. Within 30 days of the Dispute Notice, the parties shall each appoint a representative and the representatives shall consult in an effort to resolve the dispute. If that effort fails, then the parties shall agree on an independent third-party who shall consider the dispute and reach a non-binding resolution and if they are unable to agree on an independent third-party, shall each appoint a third-party who shall consult and select an independent third-party, who shall consider the dispute and reach a non-binding resolution. If the parties are thereafter unable to resolve the matter or the voluntary dispute resolution process is not completed within 90 days of the Dispute Notice, each party may pursue its respective legal remedies, consistent with existing laws and procedures. In principle, the parties agree that only as a last resort will litigation be initiated to settle any dispute or controversy hereunder. The prevailing party in any court proceeding will be entitled to recover an award of its costs and fees, including reasonable attorney’s fees. Such relief is in addition to any other relief which may be awarded to the prevailing party.

7. Confidentiality; No Publicity

a) Referral Partner acknowledges that it will have access to information that is treated as confidential and proprietary by Abby Connect including without limitation trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, and operations of Abby Connect, its affiliates, or their suppliers or customers, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the “Confidential Information”). Referral Partner agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of Abby Connect in each instance, and not to use any Confidential Information for any purpose except as required in the performance of its obligations under this Agreement. Referral Partner must notify Abby Connect immediately in the event it becomes aware of any loss or disclosure of any Confidential Information. Confidential Information shall not include information that is or becomes generally available to the public other than through Referral Partner’s breach of this Agreement; or is communicated to Referral Partner by a third party that had no confidentiality obligations with respect to such information.

b) Referral Partner shall not (orally or in writing) publicly disclose or issue any press or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of Abby Connect, except to the extent that Referral Partner is required to make any public disclosure or filing with respect to the subject matter of this Agreement by applicable law.

8. Notices

Any notices given under this Agreement shall be effective when received, and may be delivered in person, by certified mail, return receipt requested, or by receipted courier service such as Federal Express, to the address below for Abby Connect and to the address provided in the Referral Partner during the signup process.

If to ABBY CONNECT:

Abby Connect

6170 N Durango Dr Ste 200

Las Vegas, NV 89149

Attn: Partnerships Manager

9. Miscellaneous Provisions:

a) Entire Agreement. This document contains all terms of the Agreement between the parties and may be amended only by a writing signed by all of the signatories to this Agreement or their duly constituted successors in office.

b) Assignment: Referral Partner shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Abby Connect. Any purported assignment or delegation in breach of this Section 9 shall be null and void. Abby Connect may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Referral Partner’s prior written consent. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

c) Severability. If it is determined that any term or provision of this Agreement is unenforceable, the remaining provisions shall be deemed valid and enforceable to the full extent possible under the law.

d) Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement.

e) Governing Law; Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. In the event that either party brings any action, suit, or proceeding against the other under this Agreement, the parties agree that jurisdiction over such action, suit, or proceeding shall be vested exclusively in the state or federal courts located in Clark County, Nevada, and each party irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in such courts.

f) Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party, whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.

g) Nonwaiver. No failure nor neglect of either party in any instance to exercise any right, power or privilege under this Agreement or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party must be contained in a written instrument signed by the party to be charged and, in the case of Abby Connect, by the Chief Executive Officer of Abby Connect or other person duly authorized by the Chief Executive Officer.

h) Relationship of the Parties: Referral Partner is an independent contractor of Abby Connect, and this Agreement will not be construed to create any association, partnership, joint venture, employment, or agency relationship between Referral Partner and Abby Connect for any purpose. Referral Partner has no authority (and will not hold itself out as having authority) to bind Abby Connect, and Referral Partner will not make any agreements or representations on Abby Connect’s behalf without Abby Connect’s prior written consent.

i) Copy Deemed Same as Original: A fully executed copy of this Agreement shall serve in all respects as an original for purposes of enforcement of this Agreement.

j) Survival: Upon termination of this Agreement, the obligations which by their nature are intended to survive expiration or termination of the Agreement shall survive, including, without limitation, Sections 4 through 9.