DEFINITIONS

"Marketing Materials" refers to promotional content developed by or for Taxfyle to market and promote the Services. Taxfyle reserves the right to modify or update these materials at any time without notice.

"Marks" refers to trademarks, logos, or other intellectual property, whether registered or not, of Taxfyle. These may be updated or modified by Taxfyle at any time without notice.

"Confidential Information" has the meaning defined in Section 6.

"Client" means an end-user who acquires the Services for personal or business use and agrees to the then current Terms.

"Intellectual Property Rights" includes patents, trademarks, trade secrets, copyrights, and other proprietary rights.

"Services" means the services offered by Taxfyle, as defined in the Terms

"Engagement" refers to a Client's access to paid features of the Services as further defined in the Terms.

"Term" means the duration of this Agreement as described in Section 5.1.

"Commission" means the referral fee paid to Affiliate as described in Section 4.

"Affiliate Link" refers to a unique URL provided to Affiliate for tracking referrals.

"Qualified Sale" means a sale that meets the conditions outlined in Section 4.2.

LICENSE GRANTS AND OWNERSHIP

Licenses. Taxfyle hereby grants Affiliate a revocable, non-transferable, non-exclusive license during the Term of this Agreement to market and promote the Services and to use Taxfyle’s Marks (including its name, trade names, trademarks, service marks, and logos, whether or not registered) solely for this purpose. All uses of the Services, Marks, or Marketing Materials by Affiliate must comply with standards set by Taxfyle and be pre-approved by Taxfyle. Affiliate must notify Taxfyle of any misuse or infringement of Taxfyle's Intellectual Property Rights and cooperate with Taxfyle to protect these rights. Taxfyle retains all rights not expressly granted to Affiliate and does not grant any ownership interest in the Marks. Affiliate may not alter, reverse engineer, or create derivative works from the Services or Marketing Materials, and shall not sublicense, resell, or transfer its rights under this Agreement. Affiliate shall discontinue all use of the Taxfyle Marks upon termination of this Agreement.

Ownership. Taxfyle, or its licensors, as the case may be, shall at all times retain all right, title, ownership, and interest in and to all of its intellectual property rights, including in the Taxfyle platform, Services, Marketing Materials, and Marks. Affiliate shall at all times retain all right, title, ownership, and interest in and to all intellectual property rights, including in the Affiliate platform, Affiliate products, Affiliate materials, and Affiliate marks. Each Party further acknowledges that any and all right, title, and interest, including but not limited to all intellectual property rights, in and to the other Party’s systems, solutions, products, and any documentation pertaining thereto, and any and all copies, derivative works, customizations, modifications, or add-ons thereof, will remain with the other Party or the owner of the third-party products, as the case may be. The provisions of this section shall survive termination of this Agreement.

Feedback. Any feedback provided by Affiliate regarding the Services is the property of Taxfyle, which may use it without restriction or compensation.

General Obligations.

Affiliate agrees to:
(i) Promote the Services to potential Clients;
(ii) Conduct business in a manner that reflects favorably on Taxfyle and the Services;(iii) Comply with all applicable laws and regulations;
(iv) Avoid deceptive, misleading, or unethical practices;
(v) Not use unauthorized advertising methods to promote the Services.

Specific Activities. Affiliate shall:
(i) Make information about Taxfyle’s Services available to potential Clients, as determined by the mutual agreement of the Parties;
(ii) Cooperate with Taxfyle with respect to the referral process agreed to by the Parties to facilitate the referral of Clients to Taxfyle;
(iii) Assist in negotiations with potential Clients as requested by Taxfyle.
(iv) Use the Referral Tracking URL provided by Taxfyle.
(v) When using the Referral Tracking URL, Affiliate must ensure compliance with applicable laws regarding cookie usage and tracking.

COMMISSIONS AND FEES

Referral Tracking. Taxfyle will provide a tracking URL and dedicated templated landing page for referrals and Engagement of Clients for the Services. For the avoidance of doubt, if a Client does not use the tracking URL, Affiliate will not receive a Commission.

Fees to Client. Taxfyle will bill Clients directly for Engagements, which may change at Taxfyle's discretion.

Commission Payments. Taxfyle will pay to Partnerstack, on behalf of Affiliate, a Commission equal to 15% of the gross amount collected, and retained, by Taxfyle during the Term of this Agreement for any Clients which entered into an Engagement which were referred by Affiliate through the landing page and tracked by Partnerstack. Commissions are paid to Partnerstack within 60 days from the closing of the Engagement, net of any refunds or amounts which were uncollected from the Client. Taxfyle may change commission rates and payment terms with prior notice.

Commission Adjustments and Set-off. If a Client's Engagement is modified, terminated, or refunded, the Commission will be adjusted accordingly. Any refunds to Clients, or portions thereof, paid at Taxfyle’s sole discretion, or in accordance with the Terms, occurring after Affiliate has been paid the corresponding Commission(s), shall be deducted from Taxfyle’s following payment of Commision(s).

Expenses and Taxes. Each party is responsible for its own costs and expenses. Affiliate is responsible for any applicable taxes and payment processing fees.

Currency. Commissions may be paid in US Dollars as managed by Taxfyle's third-party provider. Taxfyle is not liable for currency fluctuations.

No Guarantee. Taxfyle does not guarantee any specific revenue or profit for Affiliate.

TERM AND TERMINATION

Term. The initial term of this Agreement shall begin on the Effective Date and shall remain in effect until the first anniversary of the Effective Date. This Agreement shall be renewed automatically for succeeding terms of one (1) year each unless either party gives written notice to the other at least ninety (90) days prior to the expiration of any term of the party’s intention not to renew.

Early Termination.

~For Cause. Either party may terminate this Agreement immediately upon written notice if:
(i) the other party is in breach of this Agreement and such breach is incapable of cure or, withrespect to a breach capable of cure, the defaulting party does not cure such breach within thirty(30) days after written notice of such breach; or (ii) the other party becomes insolvent or a petitionin bankruptcy is filed on behalf of or against the other party.

~For Material Adverse Change. In the event of a material adverse change to regulatory or other requirements which may render the parties' arrangement hereunder unlawful or otherwise outside the guidelines and requirements of the IRS or other governmental entity with authority over either party, the parties will confer in good faith to assess and negotiate changes to this Agreement that would permit the continuation of this Agreement. If the parties are unable to agree on a resolution within thirty (30) days after notice from either party of such a change or regulatory action, then either party may terminate this Agreement upon notice.

~Affiliate Cancellation. Affiliate may terminate with 30 days' written notice. Commissions forqualifying referrals during the final 30 days will be paid within 90 days of termination.

~Taxfyle Cancellation. Taxfyle may terminate with 30 days' notice. Commissions for qualifying referrals during the final 30 days will be paid within 90 days of termination.

Effect of Termination. Upon termination, Affiliate must return or destroy all Marketing Materials and Confidential Information. Surviving provisions include Sections 1, 2, 4.4, 5, 6, 7, 8, 9, and 10.

CONFIDENTIALITY

For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the party that discloses the Confidential Information (the “Disclosing Party”) and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The party that receives the Confidential Information (the “Receiving Party”) acknowledges that the Confidential Information is proprietary to the Disclosing Party and has been developed and obtained through great efforts by the Disclosing Party. Notwithstanding anything to the contrary in this Section, Confidential Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement; and (d) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential Information. Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order and provided further provided that the Party required to disclose any such information will first have provided the other Party with prompt written notice of such required disclosure and will take reasonable steps to allow the other Party to seek a protective order with respect to the information required to be disclosed. Each Party required to disclose information will reasonably and promptly cooperate with and assist the other Party, at such other Party’s own expense,in connection with obtaining such protective order. From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). Each party shall be responsible for a breach of this Agreement by any of their respective Representatives.

WARRANTIES

Affiliate represents and warrants to Taxfyle as follows: (i) it is duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power to own its property and to carry on its business as now being conducted; (ii) the execution and delivery of this Agreement does not conflict with or result in a breach of the terms, conditions or the provisions of, give rise to a right of termination under, constitute a default under, or result in any violation of, the organizational documents of it or any mortgage, agreement, contract, order, judgment, decree, statute, law, rule or regulation to which it or any of its respective properties is subject; (iii) no authorizations or other consents, approvals or notices of or to any person or entity are required in connection with (a) the performance by it of its obligations under this Agreement, (b) the validity and enforceability of this Agreement, (c) the execution, delivery and performance by it of this Agreement, (iv) it owns, or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to its performance of, and obligations under, this Agreement, and (v) it is in compliance with all applicable laws and regulations, including consumer privacy laws, applicable IRS regulations and applicable marketing laws, e.g. the CAN-SPAM Act of 2003, as amended, and shall be individually responsible for its continuing compliance with all applicable laws and regulations with respect to Affiliate's respective performance and obligations under this Agreement. For the avoidance of doubt, it is each Affiliate’s responsibility to be in compliance with applicable marketing and data privacy laws before their disclosure or referral of customers to Taxfyle.

Disclaimer. Except as otherwise provided herein, neither Affiliate nor Taxfyle makes any warranties of any kind, express or implied, arising out of or related to this Agreement, or any warranty of merchantability, fitness for a particular purpose, accuracy, or non-infringement, each of which is hereby excluded by agreement of the parties; and further disclaim all warranties arising out of usage of trade, course of dealing, or course of performance.

INDEMNIFICATION

Affiliate shall indemnify, defend, and hold harmless Taxfyle and its officers, directors, employees and agents, for all demands, liabilities, expenses and costs including, but not limited to, reasonable attorneys’ fees, judgments, penalties, payments of other direct expenses and payments and settlement or other disposition of, or in connection with, any third-party claims, disputes, controversies or litigation arising out of or resulting from (i) any material breach by Affiliate of this Agreement or any applicable law for which Taxfyle suffers a loss as a result thereof, or (ii) any suit arising out of any action, written representation or failure to act by Affiliate in its operations related to this Agreement, provided that Affiliate is promptly notified, rendered reasonable assistance by Taxfyle as required, and permitted to direct the defense or settlement negotiations with respect thereto.

LIMITATION OF LIABILITY

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING PAYMENT OBLIGATIONS, AND EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY A PARTY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

MISCELLANEOUS

Integration. This Agreement and the Terms constitute the entire understanding between the parties and supersede all prior or contemporaneous negotiations, discussions, course of dealing, or agreements, whether written or oral, between the parties regarding the subject matter contained herein. In the event of any conflict between this Agreement and the Terms, this Agreement shall apply.

Severability. Should any provision of this Agreement be declared invalid, illegal, or unenforceable, for any reason, that declaration will not affect the validity, legality, or enforceability of any remaining provisions that will remain in force and effect. After determination that such invalid, illegal, or unenforceable provision shall be modified consistent with the intent of the provision to a provision which is legally enforceable.

No Waiver. No failure or delay by either party in exercising any right, power, or remedy under this contract shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise of such right, power, or remedy. A waiver of any term, provision, or condition of this contract shall be effective only if it is in writing and signed by the party waiving such term, provision, or condition. The waiver by either party of any breach of this contract shall not be deemed to be a waiver of any subsequent breach.

Survival. Those provisions which are meant to survive termination of the Agreement shall so survive, including, but not limited to, Confidentiality, Limitations of Liability, and Indemnificaiton obligations.

Relationship of the Parties. This Agreement is not intended to create, and shall not create a partnership relationship or joint venture between Taxfyle and Referral Company, each party being an independent contractor. No third-party beneficiary relationships are created by this Agreement.

Successors and Assigns. This Agreement shall be binding upon and inure the benefit of the parties and their respective successors and assigns; provided, that neither party may assign this Agreement without the prior written approval from the other party except that either party may assign this Agreement to a successor in the event of an acquisition of all or substantially all of its assets or equity.

Force Majeure. Neither party will be liable to the other party for any failure or delay in performance, and shall be excused from performing any obligations hereunder if such failure, delay or non-performance results in whole or in part from any cause beyond its control including, without limitation, any act of God, act of war, labor dispute or strike, natural disaster, communications or network failure, government law, ordinance, or rule.

Notice. All notices, consents, waivers or other communications, including any errors and omissions inquiries, required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or when sent by certified mail or overnight courier which provides a receipt upon delivery, postage prepaid, addressed to the following business addresses or at such other address or addresses as either party may designate to the other in writing hereinafter:

If to Taxfyle:
Tickmark, Inc.
Attn: Legal Department
2899 Grand Avenue
Coconut Grove, FL 33133

Governing Law and Venue. This Agreement is governed by the laws of Florida. Disputes will be resolved in the State and Federal courts located within Miami-Dade County Florida.

Waiver of Jury Trial. BOTH PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTER CLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT, ANY RELATED DOCUMENT OR UNDER ANY OTHER DOCUMENT OR AGREEMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ANY SUCH ACTION, SUIT, PROCEEDING OR COUNTER CLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.

Construction. All section titles or captions in this Agreement are for convenience only and in no way, define, limit, extend or describe the scope, meaning or intent of any provision hereof. When used in this Agreement and as the context may require, (a) words denoting the singular include the plural and vice versa, (b) his, her or its shall include all genders, and (c) reference to “herein,” “hereof,” “hereby,” “hereunder” or words of similar import shall mean and refer to this Agreement as a whole and not to any particular part hereof. The parties acknowledge that each of them has been represented by counsel in the negotiation of this Agreement (or has been given the opportunity to obtain legal representation) and that the parties have participated jointly in the negotiation and drafting of the same. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.