3300 Ashton Blvd #460
Lehi, UT 84043
SALES AFFILIATE AGREEMENT

This Sales Referral Agreement (“Agreement”) is a binding legal agreement between you (referred to in this Agreement as “Sales Affiliate”) and Revmatics, Inc., a Delaware corporation with its principal place of business at 3300 Ashton Blvd #460, Lehi, UT 84043 (the “Company”) and sets forth the terms and conditions under which Company authorizes Sales Affiliate to promote, market, offer, and facilitate the sale of license subscriptions to use Company’s suite of products and services (the “Product”) to potential customers.

By clicking on a button to accept the terms of this Agreement, you agree to be bound by the terms of the Agreement. If you are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such company, organization, or entity to this Agreement, in which case the word “Sales Affiliate” as used in this Agreement shall refer to such entity. If you do not agree to the terms of the Agreement, you may not (and you may not allow any of your personnel to) promote, market, offer and facilitate the sale of the Product.

ARTICLE I.
DEFINITIONS

Section I.1 “Affiliates” of a Party means any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with such Party.
Section I.2 “Competitive Product” means any product that is directly competitive with the Product.
Section I.3 “Net Sales” means all amounts actually collected by or on behalf of Company or its Affiliates in connection with revenues from license subscriptions to the Product, less chargebacks, refunds, returns, and taxes.
Section I.4 “Qualified Lead” means a person or entity who expresses an interest to Sales Affiliate to evaluate or purchase any right to use or access the Product, provided, however, that such person or entity has not previously purchased any right to use or access the Product and did not have a prior relationship related to the Product with Company or any of its Affiliates, other sales representatives, referral agents, resellers, distributors, joint marketers or representatives.
Section I.5 “Referred Customer” means a Qualified Lead that enters into a written agreement with Company to purchase a license subscription to the Product for its own internal use and not for redistribution, and for whom Sales Affiliate originates the purchase of such license subscription pursuant to this Agreement.

ARTICLE II.
APPOINTMENT

Section II.1 Status as Sales Affiliate. Subject to the terms and conditions of this Agreement, Company hereby appoints and authorizes Sales Affiliate on a non-exclusive basis, and Sales Affiliate hereby accepts the appointment, to promote, market, offer and facilitate the sale to potential customers of license subscriptions to the Product. Sales Affiliate will represent the Product accurately and fairly and at all times avoid misleading and unethical business practices. Sales Affiliate will be responsible for any representations, warranties or covenants it makes to any Referred Customer relating to the performance or functionality of the Product that are inconsistent with or in addition to any representations, warranties or covenants that Company makes under this Agreement or under Company’s standard purchase orders or Software Subscription Agreement.

Section II.2 Additional Sales Affiliate Obligations. At all times during the Term (as defined below) of this Agreement, and without limiting any other Sales Affiliate obligations under this Agreement, Sales Affiliate will, at its own expense:

(a) use its best efforts to market, promote, identify Qualified Leads, and generate sales of licenses for the Product, including identifying Company as the provider of the Product;

(b) report to Company from time to time, as requested by Company, on Sales Affiliate’s activities to promote, market, offer, and facilitate the sale to Referred Customers of license subscriptions to use the Product;

(c) use reasonable efforts to develop and maintain sufficient knowledge of the Product so as to be able to demonstrate and support the Product, such reasonable efforts to include attending or reviewing, at its own expense, any training classes and training materials provided by Company from time to time related to the Product; further, Sales Affiliate will not permit any of its personnel to promote, market, offer, or facilitate the sale to Referred Customers of license subscriptions to use the Product unless such person has the proper skill, training, and background to perform such services and has first attended and reviewed Company’s provided training classes and training materials related to the Product;

(d) assist the Referred Customer in completing all documentation and agreements required by Company to allow such Referred Customer to become an authorized licensee of the Product; and

(e) have and maintain in force sufficient insurance to cover its obligations under this Agreement, consistent with acceptable and prudent business practices, including, at a minimum, commercial general liability insurance with a minimum limit of one million dollars ($1,000,000).

Section II.3 Competitive Products. Sales Affiliate agrees that, during the Term of this Agreement, it will not, whether through its Affiliates, successors, assigns, or otherwise, promote, market, sell (either directly or indirectly), or distribute any Competitive Product without the prior written consent of Company on each occasion. Determination of whether a product is a Competitive Product will be made solely by Company in its reasonable judgment.

Section II.4 Reserved Accounts. Company reserves the right to designate customers that are exclusive to Company or to persons or entities other than Sales Affiliate (“Reserved Accounts”), and Sales Affiliate will not transact business related to the promotion, offer, or distribution of the Product, whether through its Affiliates or otherwise, with those Reserved Accounts unless expressly authorized by Company. Company shall provide a list of such Reserved Accounts to Sales Affiliate, which list Company may unilaterally and at its sole discretion amend to remove or add additional Reserved Accounts upon written notice to Sales Affiliate.

Section II.5 License to Product and Documentation. Subject to the terms and conditions of this Agreement, Company hereby grants to Sales Affiliate a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license to (i) use, but not modify or make derivative works of, the Product in object code form and only to conduct demonstrations, validation, or testing of the Product to prospective customers of the Product, including at demonstrations, trainings, trade fairs, exhibitions or other events, and (ii) use, copy, modify and distribute the Product’s documentation (“Documentation”), provided that Sales Affiliate will obtain Company’s prior written approval for any modifications to the Documentation before distribution of such modified documentation, and any modifications (whether modified by Company, Sales Affiliate or any of their respective Affiliates, successors or assignees) will be considered part of the Documentation under this Agreement. Company may, at any time, modify the Product or Documentation in its sole discretion, and will use reasonable efforts to provide Sales Affiliate with at least thirty (30) days’ written notice of any material changes to the Product or Documentation.

Section II.6 License to Company Marks. Subject to the terms and conditions of this Agreement, Company hereby grants to Sales Affiliate, for the Term of this Agreement, a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use Company’s marks and logos designated by Company from time to time (“Company Marks”) during the Term, in the form delivered or provided by Company, for and in connection with the marketing, promotion, advertisement, distribution, offer or sale of the Product, including on additional promotional materials created by Sales Affiliate, provided that Sales Affiliate will obtain Company’s prior written approval for any such promotional materials before distribution or public display of such promotional materials.

Section II.7 Use of Company Marks. Sales Affiliate agrees to state in appropriate places on all materials using the Company Marks that the Company Marks are trademarks of Company and to include the appropriate trademark symbols. Sales Affiliate will provide Company with samples of all materials that use the Company Marks prior to their public use or display for Company’s quality control purposes. Company may terminate, in whole or in part, Sales Affiliate’s license to use the Company Marks if, in Company’s sole discretion, Sales Affiliate’s use of the Company Marks does not meet Company’s then-current trademark usage policy.

Section II.8 Ownership. The Product, Documentation, and Company Marks are licensed, not sold, to Sales Affiliate. Sales Affiliate acknowledges and agrees that Company and not Sales Affiliate will retain all right, title, and interest in the Product, Documentation, and Company Marks, and derivative works thereto, regardless of creator. Sales Affiliate’s use of the Company Marks does not confer or imply any ownership, goodwill, or other rights in the Company Marks. Sales Affiliate acknowledges and agrees to take no action inconsistent with Company’s exclusive ownership of the Product, the Documentation, or the Company Marks. Sales Affiliate will not, and will cause its successors and assignees not to, contest or dispute Company’s right, title and interest in and to the Product, Documentation, and Company Marks. Any and all goodwill, rights, or interests that might be acquired or generated by the use of the Company Marks by Sales Affiliate or its successors and assignee will inure to the sole benefit of Company. Company grants no other rights than expressly granted hereunder, and all rights not expressly granted under this Agreement are reserved.

Section II.9 Protection of Intellectual Property. Sales Affiliate will not, whether through its Affiliates or otherwise, (i) adopt, use or attempt to register any trademarks or trade names that are the same as or confusingly similar to the Company Marks, or (ii) attempt, or permit or encourage others to attempt to decompile, decipher, disassemble, reverse engineer or otherwise decrypt or discover the source code of all or any portion of the Product, or (iii) intentionally remove, efface or obscure any copyright notices or proprietary notices or legends from the Product or Documentation.

Section II.10 Rights to User Data. Company will have the right to all aggregated information about the use of the Product by end users, including without limitation the aggregate number of end users and any other data regarding use of the Product by end users, and all such information and data will be considered Company’s Confidential Information under this Agreement.

ARTICLE III.
COMPENSATION

Section III.1 Qualified Leads. Sales Affiliate will transmit to Company the identity of any person or entity it believes qualifies as a Qualified Lead, which transmission shall (i) be in writing, (ii) identify and provide contact information for the individuals at the Qualified Lead who are responsible for procurement of the Product, and (iii) make reference to this Agreement. Within five (5) days after receiving such transmission from Sales Affiliate, Company will notify Sales Affiliate whether such person or entity qualifies as a Qualified Lead, which determination will be made solely by Company in its reasonable judgment based on existing or potential conflicts with other sales efforts by Company or its authorized parties. Additional Qualified Lead referral procedures may be generated from time to time by Company and will be effective upon delivery thereof to Sales Affiliate.

Section III.2 Sales Affiliate Compensation; Referral Fee. For each Referred Customer, Company agrees to pay the Sales Affiliate a one-time referral fee (“Referral Fee”) of 2.5% of Net Sales for the first twelve (12) months of the Referred Customer’s license subscription.

Section III.3 Payment to Sales Affiliate. Subject to the terms and conditions of this Agreement, Company will remit to Sales Affiliate the Referral Fees within forty-five (45) days following receipt by Company of the subscription payment from such Referred Customer. All payments will be made in United States dollars into an account requested by Sales Affiliate.

Section III.4 No Other Payments; Taxes. The Referral Fee represents the only compensation payable by Company to Sales Affiliate and no other compensation of any kind is payable for Sales Affiliate’s services to Company described herein. Sales Affiliate shall be responsible for all costs and expenses incurred by it in connection with the implementation and performance of its duties and obligations under this Agreement, including, but not limited to, compensation, bonuses, and benefits, if any, for its personnel; and any and all taxes, fees, duties, tariffs or charges which may be imposed on Sales Affiliate in connection with its performance under this Agreement.

ARTICLE IV.
CONFIDENTIAL INFORMATION

Section IV.1 Nondisclosure of Confidential Information. Sales Affiliate acknowledges that it may have access to certain confidential information of Company concerning the Company’s business, plans, customers, technology, and products, and other information held in confidence by the other party (“Confidential Information”). The terms and conditions of this Agreement, the nature of Sales Affiliate’s relationship with Company hereunder are deemed Company’s Confidential Information. Sales Affiliate acknowledges the importance of maintaining the confidentiality of the Company’s Confidential Information, and recognizes that the other will suffer irreparable harm or loss in the event such Confidential Information is disclosed other than in accordance with this Agreement. Sales Affiliate agrees that it will not use in any way, for its own account or the account of any other person or entity, except as expressly permitted by Company, nor disclose to any other person or entity, any of Company’s Confidential Information and will take reasonable precautions to protect the confidentiality and sensitive nature of such information.

Section IV.2 Remedies. Without limiting Company’s other remedies, Sales Affiliate agrees that if it breaches the obligations of confidentiality under this Agreement, Company may immediately terminate this Agreement and withhold payment of any amounts due to Sales Affiliate under this Agreement.

ARTICLE V.
TERM AND TERMINATION

Section V.1 Term. Unless terminated earlier as provided in this Agreement, this Agreement commences on the Effective Date, and will continue until terminated by the Parties (the “Term”).

Section V.2 Termination. Either Party may terminate this Agreement for convenience and without cause at any time by giving the other Party at least thirty (30) days’ written notice designating the termination date. Either Party may terminate this Agreement by written notice to the other Party if the other Party materially breaches any provision of this Agreement and such material breach is not cured within ten (10) days after written notice of such material breach is received.

Section V.3 Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (i) Sales Affiliate will cease to hold itself out in any fashion as a sales representative or other representative of Company and the Product, (ii) Sales Affiliate will return (or if Company requests, destroy) all Confidential Information relating to Company or the Product (including any modifications thereof); and (iii) and all licenses to the Product, Documentation, and Company Marks shall terminate automatically.

Section V.4 Survival. Article I, Section 2.03, Article IV, Section 5.03, Section 5.04, Article VI, Article VII, and Article VIII will survive the expiration or termination of this Agreement.

ARTICLE VI.
REPRESENTATIONS AND WARRANTIES

Section VI.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that:

(a) it is duly organized and validly existing under the laws of the state of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;

(b) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder;

(c) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms; and

(d) the execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. Section VI.2 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHETHER EXPRESS OR IMPLIED WITH RESPECT TO THE PRODUCT. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PRODUCTS PROVIDED “AS IS”. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE PRODUCT WILL MEET ALL REFERRED CUSTOMERS’ REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

ARTICLE VII.
LIMITATION OF LIABILITY; INDEMNITY

Section VII.1 LIMITATION OF LIABILITY. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY FOR DAMAGES (INCLUDING DIRECT DAMAGES) ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY COMPANY TO SALES AFFILIATE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE IN WHICH THE EVENT GIVING RISE TO DAMAGES OCCURRED.

Section VII.2 CONSEQUENTIAL DAMAGES WAIVER. NEITHER PARTY WILL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY CLAIMING THROUGH OR UNDER SUCH PARTY, FOR ANY LOST PROFITS, LOST REVENUE, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR UNDER ANY WARRANTY THEORY. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS IN SECTIONS 7.01 AND 7.02 WILL NOT APPLY TO ANY CLAIMS ARISING FROM (I) A BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR (II) INDEMNIFICATION PAYMENTS REQUIRED TO BE MADE HEREUNDER.

Section VII.3 Sales Affiliate Indemnity. Sales Affiliate will indemnify, defend and save Company and its Affiliates, shareholders, directors, officers, employees, agents and representatives (collectively, the “Company Indemnified Persons”) against any third party suits, actions, claims or proceedings (“Claims”) arising out of (i) Sales Affiliates’ use of the Product in a manner that is not permitted under this Agreement, (ii) Sales Affiliates’ activities related to the marketing, promotion, offer or distribution of the Product except to the extent that such Claims result from a breach by Company of this Agreement, or (iii) Sales Affiliate’s breach of this Agreement.

ARTICLE VIII.
GENERAL

Section VIII.1 No Other Relationship. The relationship created by this Agreement is that of independent contractor. No joint venture, partnership, franchiser/franchisee, or other business combination is created or intended to be created hereby, and in no event will Sales Affiliate be deemed to be an agent, employee, or other legal representative of Company.

Section VIII.2 No Third-Party Beneficiaries. Unless otherwise expressly provided, no provisions of this Agreement are intended or will be construed to confer upon or give to any person or entity other than Company and Sales Affiliate any rights, remedies or other benefits under or by reason of this Agreement.

Section VIII.3 Press Releases. All media releases, public announcements, and public disclosures by Sales Affiliate relating to the existence or subject matter of this Agreement, will be made only with Company’s approval which it may give or withhold in its sole discretion.

Section VIII.4 Assignment. This Agreement is personal to Sales Affiliate and Sales Affiliate may not assign (including by way of merger, amalgamation, reorganization, change of control, insolvency proceeding, assignment for the benefit of creditors, sublicense or otherwise) this Agreement or the rights and licenses granted to Sales Affiliate hereunder, whether by operation of law or otherwise, without the prior written consent of Company. Any purported assignment in contravention of this section is null and void and will be deemed a material breach of this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of any successors or assigns.

Section VIII.5 Covenant of Good Faith. Each Party agrees that, in its respective dealings with the other Party under or in connection with this Agreement, it will act in good faith.

Section VIII.6 Waiver and Modification. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement will be effective only if in writing and signed by the Parties.

Section VIII.7 Severability. In the event that any clause, sub-clause or other provision contained in this Agreement will be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such clause, sub-clause or other provision will to that extent be severed from the remaining clauses and provisions, or the remaining part of the clause in question, which will continue to be valid and enforceable to the fullest extent permitted by law.

Section VIII.8 Governing Law. This Agreement will be governed by and construed in accordance with the laws of Utah, without giving any effect to the choice of law principles thereunder. Sales Affiliate agrees that the state and federal courts located in Utah County will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement, and Sales Affiliate hereby agrees to consent to the personal jurisdiction of such courts. The Parties agree that the U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Section VIII.9 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter.