Affinity Marketing Agreement Terms

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Date: August 15, 2014

1. SCOPE

Workfrom agrees to engage Vendor to provide Workfrom members registered with the website workfrom.co (the “Members”) with a special offer program delivered by the Vendor (the “Program”) to enable the membership of the Workfrom (“Members”) to register online or otherwise, review product information, and purchase product(s) and/or service(s) from Vendor. Vendor represents that the performance of the services shall be of a professional quality and shall be accomplished in compliance with all applicable laws and regulations and in accordance with any terms and conditions set forth in this Agreement.

2. TERM

A. This Agreement shall remain in effect for the period commencing with the effective date one year after the effective date (the “Initial Term“).

B. This Agreement shall be automatically renewed for an additional six (6) month period (“Extension Term”) on the same terms and conditions as provided for herein without the requirement of further notice.

3. RELATIONSHIP AND DUTIES

A. Vendor is retained by Workfrom solely for the purposes set forth herein. Vendor, in rendering performance under this Agreement, shall be deemed an independent contractor, and nothing contained therein shall constitute this arrangement to be employment, a joint venture, or a partnership. Vendor shall not have the power to bind Workfrom nor shall Vendor make any such representation. Vendor shall be solely responsible for and shall hold Workfrom harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and worker’s compensation.

B. Vendor agrees that Vendor shall provide Workfrom with a sample, trial, or test of Vendor’s Program, as it will be delivered to the Members, for a reasonable period before commencement of the Initial Term.

4. INTELLECTUAL PROPERTY

A. Workfrom hereby grants Vendor a royalty free, non-exclusive right to use Workfrom’s name, logo, trademarks and/or service marks, and all other such images for which Workfrom grants Vendor express permission, for the purpose of creating and developing Workfrom’s Program under the terms of this Agreement. Vendor’s use of Workfrom’s name, logo, or trademarks owned by Workfrom shall be limited to the purposes described in this Agreement. Vendor agrees that ownership of such name, logo, and trademarks shall remain with Workfrom.

B. Vendor shall comply with the marking provisions of the trademark, patent and copyright laws of the United States, including placing on all services and associated documentation (and any parts thereof) the copyright notices, confidentiality legends, and other labels (singularly or collective “Proprietary Rights Notice”) in the exact form(s) reasonably specified in written notice(s) and as requested by Workfrom. Vendor shall not remove or alter any copyright or other Proprietary Rights Notice required by Workfrom.

C. Workfrom agrees that Vendor shall be credited as the source of the services hereunder.

5. CONFIDENTIAL INFORMATION

A. “Confidential Information” shall mean any confidential technical data, trade secret, know-how or other confidential information disclosed by any party hereunder in writing, orally, or by drawing or other form and which shall be marked by the disclosing party as “Confidential” or ”Proprietary”. If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure and reduced in writing and delivered to the receiving party within ten (10) days of such disclosure.

B. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the receiving party at the time of disclosure or becomes known to the receiving party without breach of this Agreement; (ii) is or become publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is independently developed by the receiving party or any of its subsidiary; (v) is furnished to any third party by the disclosing party without restriction on its disclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.

C. The receiving party agrees that it will not disclose any Confidential Information to any third party and will not use Confidential Information of the disclosing party for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement and for a period of 5 (five) years thereafter, without the prior written consent of the disclosing party. The receiving party further agrees that Confidential Information shall remain the sole property of the disclosing party and that it will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees. No license shall be granted by the disclosing party to the receiving party with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein.

D. Upon the request of the disclosing party, the receiving party will promptly return all Confidential information furnished hereunder and all copies thereof.

E. The Parties agree that all publicity and public announcements concerning the formation and existence of this Agreement shall be jointly planned and coordinated by and among the Parties. Neither party shall disclose any of the specific terms of this Agreement to any third party without the prior written consent of the other party, which consent shall not be withheld unreasonably. Notwithstanding the foregoing, any party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas or directives of a court, government or governmental agency, after giving prior notice to the other party.

F. If a party breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential information hereunder, the non- breaching party shall be entitled to equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages notwithstanding anything to the contrary contained herein.

G. Vendor understands the sensitive nature of Confidential Information and the underlying project. Accordingly, it hereby agrees that no employee of Vendor shall work on Workfrom’s business matters until Workfrom has approved such employee.

6. TERMINATION

A. Workfrom shall have the right to terminate this Agreement immediately in the event that Vendor fails to perform any of the duties or obligations agreed upon.

B. Either party may terminate this Agreement on ten (10) days’ written notice to the other party in the event of a breach of any material provision of this Agreement by the other party, provided that, during the ten (10) day period, the breaching party fails to cure such breach or, should the breach not be curable within said ten (10) day period, the breaching party has not initiated steps to cure such breach.

C. Either party may terminate this Agreement upon expiration of the Initial Term or any Extension Term by delivering written notice of such termination at least thirty (30) days prior to the expiration of the Initial Term or the then-current Extension Term, in which event the Agreement shall automatically terminate at the end of the Initial Term or such Extension Term.

D. In the event that this Agreement is terminated as a result of a breach of this Agreement by Vendor, Workfrom shall have the right, in addition to any other claims that it might otherwise have against Vendor, to complete the services either itself or through the services of a third-party service provider and charge back to Vendor any costs incurred.

E. Upon termination of this Agreement for any reason all intellectual property licenses granted to Workfrom hereunder shall continue in full force and effect so long as Workfrom has provided to Vendor any and all performance required by this Agreement and all rights and licenses granted Vendor hereunder shall remain in full force and effect.

F. Upon termination of this Agreement for any reason, if requested by Vendor, Workfrom agrees to immediately return any and all Vendor materials delivered by Vendor hereunder and all copies of the same, and certify by sworn statement of one of its officers that all such materials and copies have been delivered to Vendor, and, if requested by Workfrom, Vendor shall immediately deliver to Workfrom all documents or other property of Workfrom.

7. REPRESENTATIONS AND WARRANTIES

A. Vendor represents and warrants that it is the sole and exclusive owner of all rights in and to the property that is the subject to this agreement, including but not limited to the intellectual property therein, and that no element of the software or content and appearance provided by Vendor violates or infringes any copyright, trademark, or trade secret of any third party.

B. Vendor represents and warrants to Workfrom that it is authorized to enter into this Agreement and that its performance thereof will not conflict with any other agreement.

C. VENDOR REPRESENTS AND WARRANTS TO WORKFROM THAT THE SERVICES PROVIDED SHALL CONFORM TO EXHIBIT A. VENDOR DOES NOT WARRANT AGAINST FAILURE OF PERFORMANCE DUE TO FAILURE OR DISRUPTION OF THE INTERNET AND/OR WORKFROM’S WEB-SITE SERVER OR CONNECTIVITY, FAILURE OF WORKFROM’S COMPUTER HARDWARE OR SOFTWARE, AND/OR THIRD PARTY SERVICES UNDER WORKFROM’S CONTROL. THE FOREGOING WARRANTY IS THE ONLY WARRANTY MADE WITH RESPECT TO SERVICES PROVIDED UNDER THIS AGREEMENT AND IS A LIMITED WARRANTY. VENDOR EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED. THE LIABILITY OF VENDOR FOR ANY REASON AND UPON CAUSE OF ACTION WHATSOEVER SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID OR PAYABLE TO VENDOR THROUGH WORKFROM’S PROGRAM. IN NO EVENT SHALL VENDOR BE LIABLE TO WORKFROM OR ANY THIRD PARTY FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR OTHER ECONOMIC LOSS (WHETHER ARISING FROM BREACH OF CONTRACT, TORT, STRICT LIABILITY) EVEN IF VENDOR HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

D. Vendor represents and warrants that it has not previously assigned, pledged or otherwise encumbered any rights to the Program in a manner that conflicts with the rights granted herein, and Vendor shall not assume any obligations or restrictions which would in any way interfere with or be inconsistent with this Agreement.

E. Workfrom represents and warrants that it is the owner of all rights in and to any material provided by the Workfrom to Vendor for inclusion in the content and appearance, and that no element of the material supplied by the Workfrom for the content and appearance desired by Workfrom violates or infringes any copyright, trademark, or trade secret of any third party.

8. INDEMNIFICATION

Vendor hereby agrees to defend, indemnify, and hold Workfrom, its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Workfrom based on any breach by Vendor of its representations and warranties under this Agreement, and for any claims made by any third party alleging that Software infringes its intellectual property rights.

9. WAIVER

No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

10. FORCE MAJEURE

Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.

11. NOTICE AND PAYMENT

Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party either by electronic communication or certified mail.

12. AGREEMENT BINDING ON SUCCESSORS

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, and their heirs, administrators, successors and assigns.

13. ASSIGNMENT

Neither party shall assign any rights nor obligations under this Agreement without the express written authorization of the other party, except that the sale of substantially all of the assets of either, including but not limited to the private or public sale of securities, or the acquisition by or merger into another company of either shall not be deemed an assignment which requires the other’s consent, provided prompt notice of any such sale, acquisition or merger shall be given.

14. JURISDICTION AND DISPUTES

This Agreement shall be governed in accordance with the laws of the State of Oregon in the United States of America. Any dispute under this Agreement shall be resolved by arbitration. If the Parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the Arbitration Service of Portland, Inc., and will be conducted in Multnomah County, Oregon.

15. SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.