Partner Agreement

Partner Program Agreement

September 2022

When you sign up to be a ClearBiz System Partner or participate in any Partner Program

activities, you agree to be bound by the following Partner Program Agreement

The Agreement is between you, as partner (“You” or “Partner”), and ClearBiz System, Jayde Guest Photography & Design

By agreeing to participate in the Partner Program, You agree with and accept all of the terms and conditions contained in this Agreement, and other policies, including but not limited to the Terms of Service and Privacy Policy.‍

1. PARTNER RESPONSIBILITIES

1.1. Marketing Activities

Partner will bear all costs and expenses related to Partner’s marketing or promotion of thw ClearBiz System app.

In no event will Partner engage in any Partner Marketing Activities except as expressly set forth in this Agreement. In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”.

1.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Partner will perform its

obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

1.3 Unauthorized and Prohibited Activities

Partner will not promote or advertise a on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code.

Partner will not create or participate in any third party networks or sub-affiliate networks

without the express written permission of ClearBiz System.

Partner will not use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links.

2.1. PAYMENT OF FEES

Upon acceptance into the Partner Program, You will be assigned one or more unique Partner URLs that You will use to advertise ClearBiz System. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a ClearBiz System account by using Your Partner URL, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Partner Cookies, the most recently-acquired Cookie will determine which Partner is credited with a Sale. Subject to Partner’s compliance with this Agreement, You will be entitled to a referral fee for each Sold Account that generates a payment to ClearBiz System monthly or annually.

The referral fee amount is 30% of all fees received by ClearBiz System for a Sold Account (the “Referral Fees”). Payments of any Referral Fees will be made on the 11th of each month.

‍3. TERMINATION

3.1. Termination

Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.

Fraudulent or other unacceptable behavior by Partner, including breach of this Agreement or any ClearBiz System Policies, in its sole discretion, may result in one or more of the following actions being taken by ClearBiz System: (a) termination of Your affiliation with ClearBiz System in its entirety and termination of all services provided to You; (b) suspension of some or all of Your privileges under the Partner Program; and/or (c) termination of Your Partner account entirely without notice to, or recourse for, You, in which case You shall forfeit all Referral Fees owed to You, either as of the date of termination or thereafter accruing.

At any time that your ClearBiz System customer account is cancelled or suspended by either Party, Partner’s participation in the Partner Program shall be automatically terminated and Partner shall no longer be entitled to any further Referral Fees.

3.2. Results of Termination

Upon termination of this Agreement: (a) Partner will immediately cease displaying any ClearBiz Sytem(as defined below) on any website or otherwise; and (b) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Partner Account and Partner Dashboard, or to receive any payments of Referral Fees under this Agreement, unless otherwise determined by ClearBiz System in its sole discretion.

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4. INTELLECTUAL PROPERTY RIGHTS

4.1. ClearBiz System Materials

ClearBiz System will provide Partner with copies of, or access to, ClearBiz System Materials. Partner may display ClearBiz System Materials on its websites solely for the purpose of marketing and promoting ClearBiz System and its products and services during the term of this Agreement, or until such time as Kajabi may, upon reasonable prior notice, instruct Partner to cease displaying the ClearBiz System Materials.

“ClearBiz System” means any marketing or promotional materials relating to ClearBiz System or its platform or products, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files and images.‍

5. CONFIDENTIALITY

5.1 Definition

“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, 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. For the avoidance of doubt, as between ClearBiz System and Partner, any information related to a Kajabi customer or other partner is the Confidential Information of ClearBiz System.

5.2 Covenants

Each Party agrees to use the other Party’s’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 5. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement.

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6. GENERAL PROVISIONS

6.1. Force Majeure

ClearBiz System will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control including labor disputes or other industrial disturbances, pandemics, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

6.2. Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, employee, representative or related entity of the other Party. Neither ClearBiz System nor the Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement will 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.

6.3. Non-Exclusivity

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

6.4 Entire Agreement

This Agreement, including all Kajabi Policies listed on kajabi.com, any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Kajabi nor the Partner will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

6.5 Modifications to this Agreement

ClearBiz System may modify this Agreement (including any ClearBiz System Policies) at any time by posting a revised version by notifying Partner. By continuing to participate in the Partner Program after the effective date of any modifications to this Agreement, Partner agrees to be bound by the modified terms.

6.6 Non-exclusive remedies

In the event of any breach or threatened breach by Partner of any provision of this Agreement, in addition to all other rights and remedies available to ClearBiz System under this Agreement and under applicable law, ClearBiz System will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security; (b) immediately terminate this Agreement and Partner’s access to the Partner Program; (c) receive a prompt refund of all amounts paid to Partner under this Agreement;and (d) be indemnified for any losses, damages or liability incurred by ClearBiz System in connection with such violation, in accordance with the provisions of Section 7.