Referral Partner and Sales Agent General Terms and Conditions
NONEXCLUSIVE AGREEMENT

Sales Agent agrees to resell the Client Software and Service to end users in accordance with the terms of this Agreement and the End-User License Agreement at https://www.livecompliance.com/eula (“EULA”). This Agreement is not exclusive to Sales Agent, and Live Compliance reserves the unrestricted right to sell, license, market and distribute or to grant to others the right to sell, license, market and distribute the Client Software anywhere in the world. 

SOFTWARE AND SERVICES

Live Compliance has the right to modify, alter, and update the Client Software and Services at any time at its discretion. Sales Agent agrees not to remove any copyright, trademark or service mark notice included therein. Neither party shall obtain any ownership or other interest in the intellectual property of the other by reason of this Agreement. 

Live Compliance hereby grants Sales Agent a nonexclusive, worldwide, non-transferable, right to propose and sell the Live Compliance software and services. The Software and Service is owned and operated by Live Compliance and provided to Sales Agent to offer and sell to your clients and prospects; Live Compliance is not transferring ownership or title to the Software or Service to You.

Any reproduction, resale or redistribution of the Software and Service that is not in accordance with these Terms is expressly prohibited, and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. The license granted hereunder may not be transferred by Sales Agent to any third party. 

Sales Agent acknowledges that the Services and related Software are proprietary to Live Compliance and/or its suppliers and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. Sales Agent may not remove any proprietary notices or labels from any of the Services. Sales Agent may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce any of the Services to a human-readable form. Sales Agent may not reproduce, distribute or create any derivative works based on the Services without expressly being authorized in writing to do so by Live Compliance. Further, Sales Agent may not rent, lease, grant a security interest in or otherwise transfer any rights to the Services. All rights not expressly granted in these Terms are reserved to Live Compliance and its suppliers. 

The agreement granted hereunder entitles Sales Agent to receive any and all standard updates and support that Live Compliance provides to all users of its Services, generally. Notwithstanding the previous sentence, Live Compliance reserves the right to charge all of its users fees for any future versions of, or premium (i.e., charged for) upgrades to, the Services. Sales Agent understand that Live Compliance may update or modify any of the Services and their related software at any time, but is under no obligation to inform Sales Agent of any such updates or modifications. For the avoidance of doubt, unless Live Compliance chooses to provide such updates or modifications to all of its users, these Terms do not grant Sales Agent any right, license or interest in or to any premium or "VIP" support, maintenance, improvements, modifications, enhancements or upgrades to the Services or their related software. To the extent that Live Compliance supplies any updates or upgrades to Sales Agent, they will be deemed to be subject to these Terms, unless Live Compliance indicates otherwise. 

ANY AND ALL CONTENT ON THE WEBSITE(S), SOFTWARE AND COMPUTER PROGRAMS ASSOCIATED WITH THE SERVICES ARE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION OR CONTENT ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM LIVE COMPLIANCE. YOU AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS FOR ANY PUBLIC OR COMMERCIAL PURPOSE. 
 

LIVE COMPLIANCE MARKS

Live Compliance hereby grants to Sales Agent a limited, non exclusive right to use Live Compliance trade names, trademarks, titles and logos (the "Licensed Marks") in the advertising, promotion and sale of Live Compliance software and services. Sales Agent shall not make or permit alteration or removal of tags, labels, or identifying marks placed by Sales Agent on or within any of the Client Software or website. Sales Agent will not use Live Compliance trade names or abbreviations (with the exception of a logo or mark or graphic design provided by Sales Agent which indicates Sales Agent is an authorized Sales Agent of Live Compliance) in Sales Agent's corporate title, or name or in any way that might result in confusion as to separate and distinct identities of Sales Agent and Live Compliance. Upon the expiration or termination of this Agreement, Sales Agent shall immediately cease and desist any and all use of the Live Compliance Licensed Marks. 

Sales Agent recognizes and acknowledges Live Compliances’ ownership and title to the Licensed Marks and the goodwill related thereto and agrees that any goodwill which accrues because of Sales Agent's use of such marks shall become the property of Live Compliance. Sales Agent further agrees not to contest or take any action in opposition to any trademark, service mark, trade name or logo of Live Compliance or to use, employ or attempt to register any mark or trade name which is similar to any mark or name of Live Compliance. 
 

TERM AND TERMINATION
  1. This Agreement shall continue until a party shall give notice to the other party of its desire to terminate this Agreement upon at least ninety (90) days prior written notice. 

  2. In the event of any other breach or default of any material obligation owed by Sales Agent in this Agreement, then Live Compliance may provide notice to Sales Agent and if such breach of default is not cured within 5 Business Days following such notice, the Agreement may be terminated by Live Compliance
     

LIMITATION OF LIABILITY
  1. IN NO EVENT SHALL LIVE COMPLIANCE HAVE ANY LIABILITY TO SALES AGENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR EXPENSES ARISING OUT OF THIS AGREEMENT WHATSOEVER (INCLUDING BUT NOT LIMITED TO ANY DAMAGES OR EXPENSES FOR ANY: LOSS OF USE; LOST PROFITS; LOST BUSINESS; LOST OPPORTUNITY, LOST DATA; COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; AND, BUSINESS INTERRUPTION) WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR EXPENSE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 
     

  2. OUR MAXIMUM AGGREGATE LIABILITY TO SALES AGENT SHALL NOT EXCEED THE GREATER OF AN AMOUNT EQUAL TO (A) $100, AND (B) THE COMMISSION EARNED BY SALES AGENT IN THE CALENDAR QUARTER IMMEDIATELY PRECEDING THE ACT OR OMISSION THAT HAS BEEN ALLEGED WILL GIVE RISE TO LIABILITY HEREUNDER. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH. SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY. 
     

  3. THE LIMITATIONS OF LIABILITY IN A. AND B. ABOVE SHALL BE DEEMED TO APPLY TO, AND EXIST FOR THE BENEFIT OF, OUR PARTNERS, SUPPLIERS, CONTRACTORS, AGENTS, VENDORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUPPLIERS, SALES AGENTS, LICENSORS AND DISTRIBUTORS.
     

INDEMNITY

SALES AGENT SHALL INDEMNIFY AND HOLD HARMLESS LIVE COMPLIANCE AND ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, EXPENSES, JUDGMENTS, DAMAGES AND EXPENSES, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES AND COSTS. 

LIVE COMPLIANCE SHALL INDEMNIFY AND HOLD HARMLESS SALES AGENT AND ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, EXPENSES, JUDGMENTS, DAMAGES AND EXPENSES, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES AND COSTS. 
 

SEVERABILITY

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. 

GOVERNING LAW

This Agreement shall be interpreted under the laws of the State of North Carolina.

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