The following is the complete terms and conditions of the FarApp Referral Agreement, as between The SGC Group, Inc., and You (herein referred to as “Partner”), the referral Partner (together, “the Parties”). Please read this agreement in its entirety.

RECITALS:

WHEREAS, The SGC Group, Inc., provides eCommerce integration services for online merchants,

WHEREAS, Partner, having extensive experience, business relationships, and network contacts within the online retail industry; stands in a unique position to act as a strategic partner with The SGC Group, Inc,

WHEREAS, The SGC Group, Inc. seeks additional customers, and Partner seeks an additional source of revenue,

WHEREAS this Agreement contains the terms and conditions that apply to your participation as a Referral Affiliate in The SGC Group, Inc.’s Referral Program; and

WHEREAS Partner acknowledges that it may participate in the Referral Program only under the terms and conditions set forth below, and that The SGC Group, Inc. will, in its sole discretion, determine whether or not to accept Partner into Referral Program.

NOW THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

AGREEMENT
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1. Definitions

“Actively Participate” shall mean Partner’s active engagement in the introduction of a Lead to The SGC Group, Inc.

“Commissionable Lead” shall mean a Lead for which Partner is eligible under the terms and conditions of this Agreement to be paid a commission because said Lead has become a customer of The SGC Group, Inc., and from which customer The SGC Group, Inc. has received payment.

“Confidential Information” shall mean all data and information of a confidential nature, as well as information that one party knows or should know that the other party regards as confidential including, but not limited to, business practices, software, technical information, future product and service plans, programming/design techniques or plans, know-how, trade secrets, prospects, customers, end users, suppliers, development plans or projects, and services.

“Marks” shall mean the service marks, trademarks, trade names, logos, and trade dress of a party.

“Lead” shall mean a potential or prospective customer identified by Partner.

“Service” shall mean any of The SGC Group, Inc. products or services which it offers to Customers.

“Partner” shall mean you, the business or entity submitting your acceptance of this agreement as an application for acceptance into the FarApp Referral Program.

“Notification Date” shall mean the date that The SGC Group, Inc. notifies Partner that it has accepted Partner’s Lead as a Commissionable Lead.

“Party” or “Parties” shall mean The SGC Group, Inc. and/or Partner.

“Agreement” shall mean this document and its provisions.

“Referral” means the activity of submitting a Lead to The SGC Group, Inc.

“Qualified Lead” means a Lead or Referral that was tracked and received by The SGC Group, Inc., which includes all of the necessary lead data, and also matches the criteria set for in this Agreement, and has resulted in a commissionable payout.

“Intellectual Property Rights” means all rights in and to trade secrets, patents, copyrights, trademarks, as well as any similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.

“Referral Program” means the provisions of, participation in, and activities of, the terms of this Agreement.

“Related Entity” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with, Partner or The SGC Group, Inc.; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

“Advertisements” means any Mark, link, text, graphic, or reference, to The SGC Group, Inc., FarApp, or any other Service offered by The SGC Group, Inc., displayed on Partner web sites or otherwise used by Partner.

“Professional Services Estimate” means an estimated-cost document generated by The SGC Group, Inc., and sent to a client or prospect, which outlines the scope-of-work for customizations, and the estimated cost and time to perform such work.

2. Term

The term of this Agreement (“Term”) will begin upon your acceptance by The SGC Group, Inc. into our Referral Program and shall end when terminated by either party.

3. Acceptance to the Referral Program

The SGC Group will notify you upon acceptance into the Referral Program. You will be assigned a referral Partner ID upon acceptance.

4. Termination

Either party may terminate this Agreement immediately by giving notice to the other party. Partner agrees and acknowledges that if Partner breaches any provision of this Agreement that The SGC Group, Inc. may immediately terminate Partner from Referral Program. Upon termination of this Agreement, Partner must immediately cease using any/all of The SGC Group, Inc.’s Advertisements. The SGC Group, Inc. may terminate this Agreement at any time, with or without cause, effective immediately upon notice to Partner. Fraudulent or other unacceptable behavior as defined by The SGC Group, Inc. can result in termination of this Agreement entirely without notice to, or recourse for, the Partner.

5. Commissionable Leads

5.1 Partner acknowledges and agrees that in order for a Lead to qualify as a Commissionable Lead, the following must have occurred:

Partner must have actively participated in the introduction of the Lead to a The SGC Group, Inc. sales contact; and

Partner must have timely documented the introduction of the Lead in an email to sales@farapp.com for review; and

The SGC Group, Inc. must have reviewed the Lead and accepted the Lead as commissionable (i.e., not rejected the Lead for any of the reasons stated in Section 5.2 below, or otherwise); and

Partner must have continued to actively participate in supporting The SGC Group, Inc. in the sales process with said Lead.

5.2 Partner Acknowledges And Agrees That No Commission Will Be Paid To Partner By The SGC Group, Inc. to Partner for the Referral of a Lead:

that was an existing customer of the SGC Group, Inc. at the time of the Referral;

or

with whom The SGC Group, Inc. was already involved in preliminary or advanced discussions relating toward the sale of Service to Lead (as of the date of the Referral);

or

for whom a Referral has previously been submitted to The SGC Group, Inc. by Partner or any other third party;

or

which occurred more than thirty (30) days prior to the Notification Date;

or

for whom Partner did not actively participate in the development and/or solicitation of the Lead;

or

that is a Related Entity of Partner.

5.3 Each party will, upon request of the other party, provide the other with all non-confidential information it has regarding a Lead in order to assist the other party in (i) verifying the eligibility of the Lead as commissionable; and/or (ii) successfully soliciting the Lead to purchase The SGC Group, Inc. Services.

5.4 Each party will, upon request of the other party, in its reasonable discretion, provide the other party with information regarding its services and/or products. Such information shall include sales and marketing materials and informal training. Any training provided under this Section shall be conducted at mutually agreed times and places and shall be conducted in accordance with the training party’s discretion.

6. Payment Terms and Conditions

The SGC Group, Inc. agrees to pay You a commission for every new customer that you refer resulting in a Commissionable Lead for us.

Payment will be issued periodically (monthly or quarterly, depending on amount of commission), provided that your account has reached a minimum of $100.00. Accounts with a balance of less than $100.00, will automatically roll over to the next payment period or otherwise will be paid on a quarterly basis. Commissions will be based on amounts received from Partner’s Commissionable Leads during the period, or accrued from prior periods. The commission amount shall be 20% of the subscription fee for the first one year of service, to be recognized upon payment by customer of the subscription fees. If Professional Services fees were part of the initial implementation, and if the Professional Services Estimate was generated after the Notification Date, then 20% of those fees will accrue to the commission upon payment from customer. Subsequent Professional Services, which were not included in the initial implementation, are not commissionable. Professional Services which were estimated prior to the Notification Date are not commissionable. The one-year term will begin on the date that the first payment is due from customer, and will include all subscription fees due for the subsequent 365 days.

The SGC Group, Inc. has the right to alter the commission fees and payment schedule, with notification to Partner. Any such alterations will not be retroactive, or alter the commission rate or duration for Commissionable Leads accepted by The SGC Group, Inc. prior to such alteration.

7. Partner’s Responsibilities

You agree to accept sole responsibility for the development, operation, and maintenance of your sites, apps, email systems, etc. and for all content that appears on them and you MUST ensure that all materials posted on your sites are not illegal and do not infringe on the rights of any person or entity of any kind including, but not limited to, any/all third party intellectual property rights. You further agree that your sites do not copy or resemble the look and feel of our sites, or create the impression that your sites are our sites or a part of our sites. You agree to submit to us all of the URLs for all sites you plan to use to promote our sites.

8. Limited License

Each party owns and shall retain all rights, title and interest in its Marks, names, logos, trademarks, service marks, copyrights and proprietary technology. This includes, but is not limited to, those names, logos, trademarks, service marks, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. The SGC Group, Inc. shall own and retain all rights, title and interest in all names, addresses and other identifying information of customers visiting our sites (“Customer Information”) which is collected by us. This includes, but is not limited to, customers who access our sites through your Links. You fully understand and agree that you shall have no right to access or use any such Customer Information. The SGC Group, Inc. grants you a revocable, non-exclusive license to use, reproduce and transmit any Links provided by us. Any benefits resulting from your use of The SGC Group, Inc.’s name, logos or trademarks, as incorporated into the Links, are solely for the benefit of The SGC Group, Inc. and will not create any right, title or interest for you. You may use only the Links that are provided by us to you, or provided by you and approved for use by The SGC Group, Inc. You shall not use the Links in connection with any activity that disparages us or that damages our reputation in any manner whatsoever. You are strictly prohibited from creating an impression that there is an association or affiliation between us and you beyond the arrangement outlined in this Agreement. Partner shall immediately cease using the Links upon any termination or expiration of this Agreement, and may not use them prior to acceptance to our Referral Program.

9. Modifications

The SGC Group, Inc. may modify any of the terms and conditions of this Agreement at any time and without prior notice to you. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement.

10. Disclaimers

The SGC Group, Inc. makes no warranties whatsoever including, without limitation, any warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing or trade usage and makes no representation that the operation of its sites will be uninterrupted or error-free and will not be liable for any consequences resulting from any interruptions or errors. The SGC Group, Inc. disclaims all liability for all materials or content on Partner sites.

11. Marketing.

The SGC Group, Inc. hereby authorizes Partner to include in its marketing or product distributions, marketing materials about The SGC Group, Inc.’s Services, which The SGC Group, Inc. has prepared and provided to Partner for this purpose. Partner shall not alter, modify, or otherwise change any material provided to it by The SGC Group, Inc without prior approval from The SGC Group, Inc. Partner may prepare marketing material, but use of such material is subject to approval by The SGC Group, Inc., and may only be used upon receipt of such approval.

12. Confidentiality

12.1 Each Party agrees not to disclose the other Party’s Confidential Information and to protect its confidentiality using at least the same degree of care that Party uses to protect its own Confidential Information, which shall under no circumstances be less than reasonable care, including not disclosing it to a third party unless there is a “need to know,” and a written obligation by the third party to maintain the confidentiality. If a Party receives an order from a court or other governmental body that requires disclosure of the other Party’s Confidential Information then the Party receiving the order shall notify the other Party of the order and shall assist the other Party in seeking an appropriate protective order in advance of making any such disclosure. The obligation to protect Confidential Information shall survive the expiration or termination of this Agreement. Confidential Information may be communicated orally, in writing or in any other recorded or tangible form. Confidential Information shall include, but shall not be limited to, any and all information associated with the other Party’s business and not publicly known, including, the contents of this Agreement, specific trading information, technical processes and formulas, source codes, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary.

12.2 Exceptions. Information shall not be deemed to be Confidential Information, and Parties shall have no obligation with respect to any such information, (i) which: is or falls into the public domain through no wrongful act or negligence of either Party and is rightfully received from a third party without restriction and without breach of the Agreement; (ii) which is approved for release by written authorization of an officer of either Party or is already in the other Party’s possession as evidenced by its records and is not the written guidelines that The SGC Group, Inc. may provide to Partner from time to time; (iii) not, at any time during the term of this Agreement, register or cause to be registered The SGC Group, Inc. Marks or any trademarks, marks or trade names confusingly similar to The SGC Group, Inc. Marks; and (iv) not use The SGC Group, Inc. Marks in any manner that is likely to cause confusion, mistake, or deception. Partner will reproduce all copyright, trademark and other notices on any copies of The SGC Group, Inc. promotional materials created or distributed by Partner.

13. This Agreement

Both parties agree that the terms and conditions of this Agreement shall be treated as Confidential Information.

14. Mutual Non-Solicitation

Each party agrees that it will not solicit the engagement and/or employment of the services of any of the employees and/or contractors of the other Party (either directly or through agents), without written permission of the other Party, during the term of this Agreement and any extension thereof and continuing for a period of one (1) year following its expiration or termination.

15. Reservation of Rights

Partner acknowledges that The SGC Group, Inc. holds and retains all worldwide right, title and interest in and to its Marks and The SGC Group, Inc.’s promotional materials, and that all use of The SGC Group, Inc. Marks and The SGC Group, Inc. promotional materials by Partner will inure to the benefit of The SGC Group, Inc. Further, Partner will (i) not assert any ownership interests in or contest the validity of The SGC Group, Inc. Marks; (ii) comply with written guidelines that The SGC Group, Inc. may provide to Partner from time to time; (iii) not, at any time during the term of this Agreement, register or cause to be registered The SGC Group, Inc. Marks or any trademarks, marks or trade names confusingly similar to The SGC Group, Inc. Marks; and (iv) not use The SGC Group, Inc. Marks in any manner that is likely to cause confusion, mistake, or deception.

As between the parties, The SGC Group, Inc. acknowledges that Partner is the sole and exclusive owner of the Partner Marks, and Partner acknowledges that The SGC Group, Inc. is the sole and exclusive owner of its Marks.

16. Indemnification

Each party agrees to defend, indemnify and hold harmless the other Party and their respective officers, directors and employees from and against any liabilities, damages, losses, costs, expenses or settlement fees, including reasonable attorneys’ fees and costs, arising out of any claim, suit, proceeding, demand or action brought by a third party against the other Party as a result of the indemnifying Party’s alleged breach of its representations, warranties or covenants provided in this Agreement or by gross negligence, bad faith or willful misconduct. Any Party seeking indemnification under this Section will promptly notify the indemnifying Party in writing and provide the indemnifying Party with reasonable information, assistance and cooperation in defending the lawsuit or proceeding at the indemnifying party’s expense.

17. Equitable Relief

Partner agrees that money damages would not be a sufficient remedy for a breach of the terms and obligations of this Agreement. Accordingly, in addition to all other remedies The SGC Group, Inc. may have, The SGC Group, Inc. shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any breach of the confidentiality and other obligations of this Agreement. The parties agree to waive any requirement for a bond in connection with any injunctive or other equitable relief.

18. Waivers

The waiver or failure of either Party to exercise any right provided for in this Agreement will not be deemed a waiver of any future rights under this Agreement.

19. WARRANTIES.

Partner warrants that they have unrestricted power and authority to execute and deliver the Agreement and to carry out the transactions contemplated hereby. Partner warrants that the execution of this Agreement and the performance of any work and delivery of any services will not conflict with or violate any commitment, agreement or understanding Partner has or will have with any other person or entity and there is nothing that will prevent Partner from performing its obligations under the terms and conditions imposed on it by the Agreement. The Parties represent and warrant that the Agreement has been duly authorized by all necessary corporate action and constitutes a valid obligation, binding and enforceable in accordance with the terms hereof.

20. DISCLAIMER OF WARRANTIES.

EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

21. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES WILL THE SGC GROUP, INC. BE LIABLE TO PARTNER FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THE SGC GROUP, INC. HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE SGC GROUP, INC.’S PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT OR THE OPERATION OF THE SGC GROUP, INC.’S BUSINESS. THE SGC GROUP, INC.’S AGGREGATE LIABILITY TO THE PARTNER ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), WILL BE LIMITED TO AN AMOUNT EQUAL TO THE FEES THAT ARE OWED TO YOU BY THE SGC GROUP, INC. UNDER THE TERMS OF THIS AGREEMENT. EXCEPT FOR BREACHES OF SECTIONS 7 (CONFIDENTIALITY) AND 10 (TRADEMARK LICENSE), NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR BREACHES OF SECTIONS 7 (CONFIDENTIALITY) OR 10 (TRADEMARK LICENSE), IN NO EVENT WILL EITHER PARTY’S LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE PAYMENTS PAID BY THE SGC GROUP, INC. TO PARTNER DURING THE PRECEDING TWELVE MONTHS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

22. Governing Law; Jurisdiction

This Agreement is to be construed in accordance with and governed by the internal laws of the State of California, without giving effect to any choice of law rule. Client agrees that courts located in Los Angeles County, California, shall have exclusive jurisdiction and venue of any disputes arising from this Agreement. Parties warrant that they will conduct their business in accordance with all applicable State and Federal laws.

23. Recovery of Fees by Prevailing Party

If any legal action, including, without limitation an action for arbitration or equitable relief, is brought by one Party against the other Party relating to this Agreement or the breach or alleged breach hereof, the prevailing Party in any final judgment or arbitration award, or the non-dismissing Party in the event of a voluntary dismissal by the other Party instituting the action, will be entitled to reimbursement from the other Party for the full amount of all reasonable expenses, including all court costs, arbitration fees and actual attorneys’ fees paid or incurred in good faith.

24. Force Majeure

Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including but not limited to acts of God, government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected including mechanical, electronic or communications failure.

25. Severability

If the application of any provision of this Agreement to any particular facts or circumstances is held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby, and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without any further action by the parties to the extent necessary to make such provisions valid and enforceable.

26. No Joint Venture

Nothing contained in this Agreement shall create or be construed to create any partnership, joint venture, agency, franchise, employment or fiduciary relationship between the parties. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

27. Nonexclusive Agreement

Each party acknowledges that this Agreement does not create an exclusive agreement between the parties. Each party shall have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties. Notwithstanding the foregoing, Partner agrees that once it establishes a Commissionable Lead with The SGC Group, Inc., it will not refer a direct competitor of The SGC Group, Inc. to such Commissionable Lead.

28. Notice

The parties agree that all notices that may or must be given under the provisions of this Agreement shall be in writing and delivered by email or facsimile or by hand-delivery. Notices to The SGC Group, Inc. shall be directed to sales@farapp.com. Notices to Partner shall be directed to the contact information provided by Partner to The SGC Group, Inc. All notices shall be effective the next business day after sending.

29. Assignment. This Agreement shall inure to benefit and bind the Parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except such consent is not required to the successor of all or substantially all of the assignor’s business or assets. Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without The SGC Group, Inc’s prior written consent, to be given or withheld in The SGC Group, Inc’s sole discretion.

30. Entire Agreement

The provisions of this Agreement constitute the entire agreement between the Parties and shall supersede all prior oral or written agreements or understandings relating to this subject matter.

By clicking the “I Agree” button below, you are submitting the application as a referral Partner to The SGC Group, Inc., and you are deemed to have agreed to be bound to the terms and conditions set out in this Agreement.

Additional considerations

As a courtesy please be advised that the Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As members of the Partner Program with FarApp you receive compensation for the affiliate referrals you make to the company. This may establish a “material connection” according to FTC rules, which creates an obligation to provide disclosure to your consumers.

Full compliance with these guidelines requires that information be provided to your consumers clearly and conspicuously, outlining that you are being compensated for referring clients to FarApp. For further information you may refer to the statement released by the FTC regarding these guidelines.