Readitfor.me Texas LLC Partner Agreement

This Consultant Agreement (“Agreement”) governs the Simple Academy AI Referral Partner Program (the “Partner Program”) of Readitfor.me Texas, LLC. (“We”, “Us” or “Our”).

This Agreement is made by and between the party identified as Partner on the signature page of this Agreement (“You”, “Your”, “Yours”, “Partner”) and Us and it is a legally binding Agreement between You and Us.

1. Duration. This Agreement shall come into force upon the date of last signature below. This Agreement shall continue and remain in force indefinitely subject to termination in accordance with the Termination Clause of this Agreement.
2. Readitfor.me Partner Program
1. Definitions.
2.1.1. “Commission” means the commissions paid to You pursuant to Appendix A of this Agreement.
2.1.2. “Customer” means the authorized actual user of our Platform, and who has entered into a subscription license agreement with Us for use of the platform through your direct efforts.
2.1.3. “Marketing Materials” means marketing collateral, link text, website scripts and other materials that we may provide to you for marketing our Platforms.
2.1.4. “Enterprise Plan” means a company that has purchased one of our Platforms for their entire company.
2. The terms and conditions of the Partner Program are as follows:
2.2.1. Commissions will be paid as per the Appendix A.

3. Commissions. The Commissions shall be calculated and paid in accordance with Appendix A. You have the right, but not the obligation, to offer any amount of the calculated Commission to your potential customers as a discount to our standard pricing.
4. Appointment.
1. We hereby appoint You to market our platforms through your professional networks or on any website that You solely control.
2. The platforms that shall be marketed and promoted by You, shall be according to the specifications as stated on the appropriate website.
3. We (or our licensors) hold all right, title and interest in any copyrights, trademarks, patents, trade secrets and any other Intellectual Property Rights in our Platforms and Marketing Materials. Nothing in this Agreement shall be construed to convey any title or ownership rights in our Platforms, Marketing Materials or Intellectual Property Rights thereof to You.

5. Grant of License. We hereby grant limited rights to You, under the terms hereof, to use the Marketing Materials, provided, if any, by Us during the term of this Agreement, for the sole purpose outlined in this agreement, provided that:
1. all images, technology, and content provided for Your use is and shall remain Our sole property and no part thereof shall be deemed assigned or licensed to You, except as explicitly provided for herein;
2. You shall not modify the trademarks, banners, content, or any of the images provided to You in any way;
3. You acknowledge that you will not represent that You have any right, title or interest in or to such items other than the license granted by Us;
4. You will not challenge the validity of or attempt to register any of Our trademarks or its interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with Our trademarks;
5. You acknowledge Our ownership and exclusive right to use the trademarks and agree that all goodwill arising as a result of the use of the trademarks shall inure to Our benefit.

6. Payment. The payment terms are as stipulated in Appendix A.
7. Obligations:
1. Our Obligations. During the term of this Agreement, We shall allow You to post or link to Our Marketing Materials on Your website and/or in links sponsored by You, in accordance with the terms of this Agreement.
2. Your Obligations. During the term of this agreement You shall:
7.2.1. Endorse and market our Platforms using our Marketing Materials, in accordance with this Agreement, and refrain from making any representation or warranty regarding our Platforms other than as expressly provided by Us.
7.2.2. Maintain the integrity of all Our Marketing Materials and not change, adapt, reword or alter in any manner the content thereof without Our prior written consent.
7.2.3. Place banners or links only within Your newsletters, in the content of Your website, and within other web-related content, with our prior written consent. Notify Us immediately of any unauthorized use of any of Our Marketing Materials posted on Your website.
7.2.4. Pay all taxes, duties, governmental charges and other like charges levied on the Commissions.
7.2.5. Refrain from posting any of Our Marketing Materials on any hate sites, adult sites, drug use sites, or other sites that would tend to harm the personal-improvement nature of our Platforms.
7.2.6. Refrain from associating Our Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Our sole discretion.
7.2.7. Refrain from sending unsolicited communications, junk email, spam or other forms of duplicative or unsolicited messages to Leads or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
7.2.8. Refrain from promoting the product through search campaigns on Google AdWords, Yahoo search, Microsoft Bing, or any other search engine platform.

8. Representation and Warranties.
1. We represent and warrant that:
8.1.1. We have the right and authority to enter into this Agreement.
8.1.2. We shall obey all applicable laws, regulations, and rules of any applicable government body or agency or other authority.
8.1.3. We shall adhere to the payment terms.
2. You represent and warrant that:
8.2.1. You have the right and authority to enter into this Agreement.
8.2.2. You shall obey all applicable laws, regulations, and rules of any applicable government body or agency or other authority.
8.2.3. Your website is solely owned by You and does not infringe on the rights of any third party, including but not limited to Intellectual Property Rights, and is not defamatory, libelous, unlawful or otherwise objectionable and You shall not provide, promote, distribute, place or otherwise publish or host any website that includes content which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or which violates any law.
8.2.4. There are no civil actions, proceedings, judgments, liens or executions pending against You, in any Court, that could in any way affect the subject matter of this Agreement.
8.2.5. Your participation in this Partner Program will not conflict with any of Your existing agreements or arrangements.

9. Termination.
1. Right to Terminate. Either Party shall have the right to terminate the present Agreement by giving a 30 days prior written notice to the other Party for any reason.
2. Right to Terminate Without Notice of Default. We shall be entitled to terminate this agreement with immediate effect and without serving notice of default, upon happening of one or more of following:
9.2.1. If You are indicted for any criminal offense, or any crime involving moral turpitude or shall be found liable for or guilty of fraud, fraudulent conversion, embezzlement, or any comparable action in any civil or criminal action or proceeding, that could harm Our reputation and goodwill.
If You attempt to pledge, encumber, charge, hypothecate or otherwise give any third party a security interest in, or assign this Agreement without Our prior written consent.
9.2.3. If You intentionally misrepresent, or provide false information, financial statements, reports or any other documents or information, as required pursuant to this Agreement.
9.2.4. If You provide the services in a dishonest, illegal or unethical manner, or engage in any conduct which in Our reasonable opinion, materially and adversely affects or may affect Our reputation, identification, and image.
3. Effect of Termination
9.3.1. Payment Obligations
9.3.1.1. Upon termination of this Agreement as stipulated under Clause 9.1 herein above, each party shall pay any amounts it owes to the other party subject solely to the terms of Appendix A as accrued through the date of termination.
9.3.1.2. Upon termination of this Agreement as stipulated under Clause 9.2 herein above, You shall not be entitled to receive any compensation, refund, commissions, or fees from Us.
9.3.2.Return of Property. On termination or expiration of this agreement, or on request made by Us, You shall return to Us all originals of the Marketing Materials, information, documents, equipment, files, and other property, including intellectual property, that You received from Us, and destroy all copies of Our information, documents, equipment, files, and other property, including intellectual property, that You made. On Our request, You shall certify to Us, in writing, that You have destroyed all these copies.

10. Intellectual Property Rights.
10.1. Definition. “Intellectual Property Rights” shall mean and include all tangible and intangible legal rights, titles and interests, evidenced by or embodied in (i) all inventions, ideas, designs, concepts, techniques, discoveries, or improvements, regardless of patentability, made solely or jointly, and all patents (whether in the form of utility patents or design patents), provisional patent applications, non-provisional patent applications (whether pending or not), and patent disclosures together with all re-issuances, continuations, continuations in part, revisions, extensions, and re-examinations thereof; (ii) all trademarks, service marks, copyrights, designs, trade styles, logos, trade dress, and corporate names, including all goodwill associated therewith; (iii) any work of authorship, regardless of copyright ability, all compilations, all copyrights; (iv) all trade secrets and proprietary processes and formulas, licenses, approvals, government authorizations, and trade secret laws; (v) all other proprietary rights and any other intellectual property rights of any kind and nature however designated and however recognized in any country or jurisdiction worldwide, and the subject matter of such Intellectual Property Rights; (vi) Internet domain names, Internet and World Wide Web URLs and addresses; (vi) mask work rights, mask work registrations and applications therefore; and (vii) all other intellectual proprietary rights anywhere in the world including rights of privacy and publicity, whether or not requiring registration and whether or not such registration has been obtained.
10.2. Obligations. All intellectual property solely conceived and/or developed by Us during the course of this agreement shall be owned by Us. All intellectual property conceived and developed by You, using Our Marketing Materials, or any other information provided by Us, during the course of this Agreement shall be owned by Us, and is hereby assigned by You to Us along with all Intellectual Property Rights therein. The Parties accept that it shall not, directly or indirectly, use, or share with any third party, the intellectual property of a Party without first obtaining the express written approval of that Party to that effect. The Parties accept that it shall not use for any of its other contracts, any trademarks, trade names or get-up which resembles the other Party’s trademarks, trade names or get-up and which would, therefore, be likely to confuse or mislead the public or any section of the public. The parties accept that it shall not alter or otherwise tamper with any trademarks, trade names, logos, intellectual property of the other Party.

11. Confidential Information
11.1. Definition. “Confidential Information” shall mean and include any information disclosed by the Disclosing Party (the Party disclosing the Confidential Information) to the Receiving Party (Party receiving the Confidential Information) ,which has commercial value and is either (i) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, composition and formulae related to the current, future and proposed products and services of the Disclosing Party , or (ii) non-technical information relating to the Disclosing Party's products or services, including without limitation pricing, margins, merchandising plans and strategies, business manuals, policies and procedures, finances, financial and accounting data and information, costing methods, suppliers, employees, customers, customer lists, purchasing data, inventory lists, sales and marketing plans, future business plans and any other information which is proprietary and confidential to the Disclosing Party and which may be disclosed by the Disclosing Party or to which the Receiving Party may be provided access by the Disclosing Party, in accordance with this Agreement, or which is generated as a result of , incidental to or in connection with the employment or any other relationship, which is not generally available to the public.
11.2. Obligations. During the course of this agreement, the parties may be exposed to and will be required to use certain Confidential Information of the other party. The Receiving party agrees to not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than for the use or marketing of the Platforms, or disclose such Confidential Information without the written authorization of the Disclosing Party, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information.
11.3. Exclusions. Non Disclosure obligations under this Agreement do not extend to information that is:
11.3.1. publicly known at the time of disclosure or subsequently becomes publicly known through no improper action or inaction by the Receiving Party;
11.3.2. was rightfully disclosed to the Receiving Party by a third party;
11.3.3. was independently developed by the Receiving Party, without the use of any Confidential Information of the Disclosing Party;
11.3.4. was disclosed by the Receiving Party with the Disclosing Party’s written approval;
11.3.5. was disclosed by the Receiving Party to the Court, in pursuant to any legal proceedings, Court Order or Decree.

12. Survival. The provisions contained in clauses pertaining to intellectual property rights, confidentiality, governing law and jurisdiction and dispute resolution shall survive the termination or expiry of this Agreement as per the terms therein.
13. Independent Contractor. The relationship between You and Us established by this Agreement is that of independent contractors. You and We shall each conduct its respective business at its own initiative, responsibility and expense, and shall have no authority to incur any obligations on behalf of the other, except as otherwise provided herein. Term “Consultant” shall not be interpreted as a legal partner or affiliate, simply as an independent contractor for Us under this agreement.
14. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WITH REGARD TO ANY THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO CASE SHALL OUR LIABILITY WITH RESPECT TO ANY AND ALL MATTERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, SHALL EXCEED IN THE AGGREGATE THE COMMISSIONS PAID BY LICENSEE HEREUNDER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY.
15. Indemnity. You hereby agree, assure and promise to indemnify, keep indemnified, defend and hold Us, and Our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, harmless from and against any and all claims, loss, damages, liability, costs or expenses (including attorney fees and expenses) whether direct or consequential arising out of any dispute or contractual, tortuous or other claims or proceedings brought against Us, by any person or third party, arising out of or resulting from non-compliance and or breach of the obligations arising under this Agreement by You.
16. Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE OUR PLATFORMS FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE PLATFORMS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE PLATFORMS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
17. Non-Solicitation. You hereby agree not to solicit for employment any of Our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement.
18. Severability. If any provision of this Agreement is invalid or unenforceable or prohibited by the applicable law of the land, this Agreement shall be considered divisible and its remainder/balance shall remain in effect, be valid, binding and of the like effect as if such invalid provision had not been included herein in the first place.
19. Governing Law. This Agreement shall be construed and governed in accordance with the applicable laws in Texas. The Courts of Bexar County, Texas shall have exclusive jurisdiction over any proceedings arising out of or touching upon or in relation to the terms of this Agreement, and any courts of appeal therefrom shall have sole and exclusive jurisdiction to settle any dispute arising under or in connection with this Agreement.
20. Entirety. This Agreement contains the entire understanding between the parties and supersedes all prior negotiations, agreements, and understandings between them, whether oral or in writing, concerning the subject matter hereof.
21. Dispute Resolution. All or any dispute, controversy, claim or disagreement arising out of or touching upon or in relation to the terms of this Agreement or its termination, breach, invalidity, including the interpretation and validity thereof and the respective rights and obligations of the Parties hereof, that cannot be amicably resolved by mutual discussion within thirty (30) business days, shall be settled by a sole arbitrator, to be appointed by Us alone. The award so passed by the arbitrator shall be final and binding on the Parties. The place of arbitration shall be San Antonio, Texas and the Courts of Bexar County, Texas shall have exclusive jurisdiction. Each Party shall pay its own costs of arbitration unless otherwise ordered by the arbitrator.
22. Modification. No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.
23. Waiver. The failure of a Party to exercise or enforce any right (or rights) under this Agreement shall not be deemed to be a waiver of that right (or rights) nor operate to bar the exercise or enforcement of it at any time thereafter.
24. Non-AssignmentThis Agreement and the licenses granted by it are personal to You and shall not be assigned, sub-licensed, or otherwise transferred by You without Our prior written.
25. Force Majeure. Neither Party shall be responsible to perform any of the obligations under this Agreement as a result of any event which is proven to be beyond the control of the Party, and which could not have been foreseen by the Party, due to any enactment of laws, regulations or as a result of events such as war, strikes, earthquake, flood, act of God, acts of public enemies, terrorism or any other cause beyond the control of the Party. Notwithstanding the acts above mentioned, the Party so prevented from performing its obligation under this Agreement shall immediately inform the other Party of the occurrence of such an event and shall make best efforts to assuage the effect of such Force Majeure as is reasonably possible. If such a Force Majeure event prevents either of the Parties from fulfilling its obligation under this Agreement for a period of more than 60 (sixty) days, the other Party may terminate the Agreement upon a written notice being served to the other Party.
26. Notices. All notices to be provided by Us to You, under this Agreement, shall be delivered in writing by electronic mail to the electronic mail address as provided by You. Notice to Us shall be delivered both at 200 East Grayson Street, Suite 210, San Antonio, TX, 78215 and to support@simpleacademy.ai by electronic mail. All notices shall be deemed too have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, 2 (two) business days after being deposited in the mail or with a Courier as permitted above.

APPENDIX A

Commissions & Payment Terms

The commissions shall be paid to the Consultant as follows:

1. The Partner will earn a 20% lifetime commission for any new referral that purchases one of our affiliate products and stays active on our platform. 2. The commission is paid only on the user license subscription portion of the invoice amount and is not paid for any other product or service like, customizations, implementation, etc.

Payments:

1. Payments will be made quarterly by the fifteenth of the month for the previous quarter (January, April, July, October) based on cash received from clients during the quarter. 2. All payouts are made via PayPal only in USD. PayPal account info must be provided in this agreement or prior to enrollment in any of our partner programs.