DidItBetter Referral Program Signup Form

Complete NDA

Non-Disclosure Agreement This Agreement is made between Advantage International, Inc. / DidItBetter Software (“DIDITBETTER SOFTWARE”) a Florida corporation, with its principle offices at 17633 Gunn Highway, #149, Odessa, Florida 33556 USA, and (“Authorized Affiliate Referral Agent ”). WITNESSETH WHEREAS, DIDITBETTER SOFTWARE and Authorized Affiliate Referral Agent , intend to engage in general business discussions, and WHEREAS, in the course of, or as a result of these discussions DIDITBETTER SOFTWARE may find it necessary to reveal to representatives of Authorized Affiliate Referral Agent , various technical, marketing, financial, or other information which DIDITBETTER SOFTWARE considers confidential and proprietary (collectively “ Confidential Information”); and WHEREAS, DIDITBETTER SOFTWARE and Authorized Affiliate Referral have entered into this Agreement in order to assure the confidentiality of such Confidential Information in accordance with the terms of this Agreement. NOW, THEREFORE, for and in consideration of the foregoing premises and mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. As used in this Agreement, the term “Confidential Information” shall mean all information disclosed to Authorized Affiliate Referral Agent , or known by it as a consequence of any such disclosure about trade secrets of DIDITBETTER SOFTWARE or confidential or proprietary information relating to DIDITBETTER SOFTWARE products, processes and services, including, but not limited to, information relating to financials, research, development, inventions, manufacture, purchasing, engineering, marketing, merchandising and selling, whether such information is in writing or orally disclosed. 2. Except as may otherwise be hereafter agreed to in a written agreement or agreements between DIDITBETTER SOFTWARE and Authorized Affiliate Referral Agent , Authorized Affiliate Referral agrees that it shall hold in confidence, and shall not directly or indirectly reproduce, disclose, sell, assign, transfer, license, lease, use or convey in any other manner, in whole or in part such Confidential Information for any purpose other than that for which it was disclosed and shall not exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of DIDITBETTER SOFTWARE; nor shall such Confidential Information be used in any way detrimental to DIDITBETTER SOFTWARE. In the event DIDITBETTER SOFTWARE discloses Confidential Information to Authorized Affiliate Referral in the form of computer software, Authorized Affiliate Referral further agrees not to reverse engineer, disassemble or decompile the Confidential Information. 3. Authorized Affiliate Referral shall disclose Confidential Information received by it under this Agreement only to persons within its organization who have a need to know such Confidential Information in the course of the performance of their duties including the following, directors, officers, or employees of Authorized Affiliate Referral who require such material for the purposes of this Agreement, provided that each, prior to disclosure, are bound by a signed written agreement to protect the confidentiality of such Confidential Information. 4. The confidentiality and non-disclosure obligations of Authorized Affiliate Referral under this agreement will not apply with respect to any information which: a. is or becomes public knowledge through no wrongful act of Authorized Affiliate Referral Agent ; b. is already known to Authorized Affiliate Referral Agent ; c. is rightfully obtained by Authorized Affiliate Referral from any third party without similar restriction and without breach of any obligation owed to DIDITBETTER SOFTWARE International; d. is independently developed by Authorized Affiliate Referral without reference to information provided by DIDITBETTER SOFTWARE; e. is disclosed pursuant to a lawful requirement or request of a government agency provided Authorized Affiliate Referral shall give DIDITBETTER SOFTWARE reasonable notice prior to such disclosure and shall comply with any applicable protective order; or f. is approved for release by written authorization of DIDITBETTER SOFTWARE. 5. The foregoing understanding shall also apply to any subsequent meetings or communications between the parties relating to disclosures by DIDITBETTER SOFTWARE of any Confidential Information unless modified in writing as to any such subsequent meetings or communications. 6. Authorized Affiliate Referral Agent shall, upon request of DIDITBETTER SOFTWARE, return to DIDITBETTER SOFTWARE all drawings, documents, exhibits, sketches, models, designs, data, memoranda, tapes, records, products, samples and any other tangible manifestations of Confidential Information received by Authorized Affiliate Referral pursuant to this agreement together with all copies or any other form of reproduction or description thereof, including summaries, records, descriptions, modifications, copies or other duplications. 7. Authorized Affiliate Referral acknowledges that no remedy of law will be adequate to compensate DIDITBETTER SOFTWARE for violation of this Agreement and Authorized Affiliate Referral agrees that in addition to any legal or other rights that may be available to DIDITBETTER SOFTWARE in the event of a breach hereunder, DIDITBETTER SOFTWARE may seek equitable relief to enforce this Agreement in any court of competent jurisdiction against Authorized Affiliate Referral. 8. Authorized Affiliate Referral hereby acknowledges that all such Confidential Information is owned solely by DIDITBETTER SOFTWARE, shall remain the exclusive property of DIDITBETTER SOFTWARE and constitutes valuable trade secrets of DIDITBETTER SOFTWARE and that the unauthorized disclosure of such information by Authorized Affiliate Referral will cause irreparable harm to DIDITBETTER SOFTWARE. 9. GENERAL: a. This Agreement supersedes all prior agreements, written or oral, between DIDITBETTER SOFTWARE International and Authorized Affiliate Referral relating to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged, in whole or in part, except by an agreement in writing signed by DIDITBETTER SOFTWARE and Authorized Affiliate Referral Agent. b. This Agreement shall be binding upon Authorized Affiliate Referral Agent , its agents, servants, employees, successors and assignees, and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, this Agreement may not be assigned by either party without the prior written consent of the other parties. c. Any provision of this Agreement which shall be found to be in conflict with any state or federal statutes, laws, regulations and orders shall be ineffective only to the extent of such conflict, and such conflict shall not invalidate or annul any other provision of this Agreement not so in conflict. d. This Agreement and all rights and obligations hereunder shall be governed and construed in accordance with the laws of the State of Florida (excluding its conflict of law provisions) and, to the extent applicable, the laws of the United States. IN WITNESS WHEREOF, DIDITBETTER SOFTWARE and Authorized Affiliate Referral have causes this Agreement to be executed by their duly authorized representatives and delivered as their act and deed, intending to be legally bound by its terms and provisions.

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Complete Referral Agent Agreement

DidItBetter Software™ Authorized Affiliate Referral Agent Agreement THIS AGREEMENT (the "Agreement') is made by and between Advantage International, Inc. (DBA: DidItBetter Software, hereinafter "DIDITBETTER SOFTWARE") and (hereinafter "Authorized Affiliate Referral Agent"). WITNESSETH: WHEREAS, DIDITBETTER SOFTWARE is in the business of providing software products; and WHEREAS, Authorized Affiliate Referral has certain business relationships and access to business customers who may be desirous of purchasing Diditbetter.com and or OpenDoor Software and marketing software; and WHEREAS, DIDITBETTER SOFTWARE has agreed to engage Authorized Affiliate Referral pursuant to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual premises, covenants and warranties which appear below, and intending to be legally bound thereby, the parties hereby agree as follows: ARTICLE I: UNDERTAKING OF THE PARTIES 1.1. Acceptance. Authorized Affiliate Referral Agent acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Authorized Affiliate Referral Agent written acknowledgment hereof , (b) Authorized Affiliate Referral Agent receipt of any license for software or services provided (the “Products”), (c) Authorized Affiliate Referral Agent failure to acknowledge or reject their terms and conditions in writing within 30 business days from invoice date, or (d) any other act or expression of acceptance by Authorized Affiliate Referral Agent . Authorized Affiliate Referral Agent acceptance is expressly limited to the terms and conditions hereof in their entirety without addition, modification or exception and any term, condition, or proposal hereafter submitted by (whether oral or in writing) which is inconsistent with or in addition to the terms and conditions set forth hereon is objected to and is hereby rejected by DIDITBETTER SOFTWARE. DIDITBETTER Software silence or failure to respond to any such subsequent term, condition or proposal shall not be deemed to be DIDITBETTER Software acceptance or approval thereof. 1.2. Formation. DIDITBETTER SOFTWARE hereby appoints Authorized Affiliate Referral on a non-exclusive basis to actively sell and promote the use of DIDITBETTER Software to Authorized Affiliate Referral Agent customers (hereinafter, "Customer and/or End User"). 1.3. Authority of Authorized Affiliate Referral Agent. Authorized Affiliate Referral hereby agrees to actively sell and promote the use of DIDITBETTER Software to its end users. DIDITBETTER SOFTWARE requires that the software be referred by the Authorized Affiliate Referral Agent at the Suggested Retail Price (SRP) as listed online at www.DidItBetter.com. DidItBetter Software Authorized Affiliate Referral is not authorized to sell solutions higher than published SRP. Authorized Affiliate Referral shall have no right to enter into a contract on DIDITBETTER Software Agent behalf. 1.4. Authorized Affiliate Referral Agent Authorizations. Authorized Affiliate Referral shall secure and maintain, at its sole expense, all licenses and permits required by federal, state or municipal law or regulation for its and its employees, agents or other representatives, to ensure Authorized Affiliate Referral Agent lawful performance of this Agreement. ARTICLE II: COLLECTION, DELIVERY, AND PRODUCT RETURN 2.1. Billing and Collection. Authorized Affiliate Referral Agent is not required to purchase any products from Diditbetter.com DIDITBETTER SOFTWARE has two partner programs, the Authorized Affiliate Referral Agent, and an Authorized Diditbetter.com reseller. This agreement only covers the Authorized Affiliate Referral Agent Program. Activation keys will be issued to end users when payment for solutions is received and the sale is considered final. Commissions are paid to the Authorized Affiliate Referral in a manner and a timeframe as set forth herein. 2.2. Authorized Affiliate Referral Discounts. Authorized Affiliate Referral is entitled to Authorized Affiliate Referral Commissions as set forth in Exhibit A. These discounts are passed to the Authorized Affiliate Referral Contact only. DIDITBETTER SOFTWARE reserves the right to modify the Authorized Affiliate Referral Discount schedule at any time provided that such modification will not impact sales already submitted by Authorized Affiliate Referral Agent and will honor any discounted pricing for any items which increase during the time of the Referral period, within 30 days of original Referral. If there is a change in price, the Authorized Affiliate Referral will be notified at the time of purchase and given the opportunity to modify their order. Any pending orders or quotes in our system will be honored at the rates in effect at the time of the quote, if it is dated within 30 days of price change. For such modification, email shall be an acceptable form of communication. 2.3. Delivery. Unless otherwise agreed in writing, delivery shall be made electronically, downloaded from the www.diditbetter.com site in accordance with DIDITBETTER Software policy in effect on the date of download. Licensing is subject to the payment provisions set forth herein and to DIDITBETTER SOFTWARE receipt from Authorized Affiliate Referral of all necessary information and documentation from Authorized Affiliate Referral Agent , including all import certificates, license and other documents as may required from Authorized Affiliate Referral for export of the Product. Authorized Affiliate Referral shall promptly notify DIDITBETTER SOFTWARE no later than 7 days from invoice date, of any claimed shortages or rejection as to any licensed product. Such notice shall be in writing and shall be reasonably detailed stating the grounds for any such rejection. 2.4. Product Returns. Return of Products purchased hereunder, because such Products are claimed to be defective, shall be governed by DIDITBETTER Software Product Return policies at any time. All sales are final on any software licenses, upgrade assurance, add ons, and support programs once the key has been issued to unlock the software. No refunds or returns once DidItBetter Software solution(s) and services are purchased and a license key has been sent. The reason for this policy is DIDITBETTER SOFTWARE offers a timed, fully functional trial version available for Authorized Affiliate Referral and End User to download, install and fully test the product in advance to make sure it fits the needs of End User and Authorized Affiliate Referral may receive email support on the product prior to purchasing. Although DIDITBETTER Software policies may permit Authorized Affiliate Referral to return Products claimed to be defective under certain circumstances, DIDITBETTER SOFTWARE makes no representations or warranties of any kind with respect to the Products. DIDITBETTER SOFTWARE HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTY. The right to return defective products, as previously described, shall constitute DIDITBETTER Software sole liability and Authorized Affiliate Referral Agent exclusive remedy in connection, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, or otherwise. Any commissions paid for any account which we accept as a return will not be paid, or will be debited against further Referral Commissions. ARTICLE III: TERM OF AGREEMENT 3.1. Term; Renewal. This Agreement shall commence on the date that DIDITBETTER SOFTWARE confirms acceptance of the Agreement by notifying the Authorized Affiliate Referral of said acceptance via e-mail and may be terminated by either party at any time in writing. ARTICLE IV: MARKETING AND SALES SUPPORT 4.1 DIDITBETTER SOFTWARE Sales Support. During the term hereof, DIDITBETTER SOFTWARE shall provide Authorized Affiliate Referral with the following pre-sales support: DIDITBETTER SOFTWARE will provide Authorized Affiliate Referral with product information, comparison charts, and other helpful solution information on its website and/or in PDF format available for download from website. Authorized Affiliate Referral will also receive technical support via email for licensed End User while licensed End User is enrolled in an upgrade assurance program. Additional technical support options are available for Authorized Affiliate Referral Agent who require phone or remote administration support and are specified on the Store website. 4.2. Trade Names And Trademarks. All trade names, trademark or service marks owned or employed by DIDITBETTER SOFTWARE, used or employed in DIDITBETTER Software business operations, shall remain the sole and exclusive property of DIDITBETTER SOFTWARE, and such trade names, trademarks and service marks shall not be used by Authorized Affiliate Referral without written prior permission, submission and written approval from DIDITBETTER SOFTWARE. Authorized Affiliate Referral shall immediately discontinue any use of such marks and names upon termination hereof. ARTICLE V: OPERATING DUTIES OF THE PARTIES 5.1. Authorized Affiliate Referral Agent Representations. Authorized Affiliate Referral shall make no representations, warranties, promises, understandings, or agreements concerning DIDITBETTER SOFTWARE or DIDITBETTER Software products and services not approved in advance by DIDITBETTER SOFTWARE, nor shall Authorized Affiliate Referral represent itself as the provider of DIDITBETTER SOFTWARE products and services. Authorized Affiliate Referral shall advise the Customer that: (a) all products and services are to be provided by DIDITBETTER SOFTWARE pursuant to its prevailing schedule of charges; and (b) any problems or difficulties of whatever nature concerning the products and services must be referred directly to DIDITBETTER SOFTWARE. With the purchase of a license, end users receive six months upgrade assurance which includes 6 months of email support. Extended upgrade assurance and support programs are also available – refer to retail order form for pricing. 5.2. Authorized Affiliate Referral Agent Further Responsibilities. Authorized Affiliate Referral shall be responsible to do the following: (a) Act in accordance with the highest standards of honesty, integrity and fair dealings in all dealings with such Customers. Authorized Affiliate Referral shall not do anything which would tend to discredit, dishonor, reflect adversely upon or in any manner injure the reputation of DIDITBETTER SOFTWARE (b) Actively sell and promote the use of DIDITBETTER Software products and provide end-user contact information at time of product sale; (c) Keep DIDITBETTER SOFTWARE informed of any change in Authorized Affiliate Referral and End User contact information including address, email, phone, and fax. (d) DIDITBETTER SOFTWARE will offer additional end user or administrator DidIT! training services to Authorized Affiliate Referral at 15% off corporate training prices. (e) Optional: Enroll in a two-day Certified DidItBetter Software Outlook/Exchange Add In and/or DidIT! Administrator training sessions to learn how to properly install, set up and troubleshoot software issues. ARTICLE VI: LIABILITY AND INDEMNIFICATION 6.1. Scope of Agency. This Agreement appoints Authorized Affiliate Referral as a non-exclusive agent for the purposes expressly stated herein and does not appoint Authorized Affiliate Referral as DIDITBETTER Software general or special agent and does not create a joint venture or apply to confer any status, power or authority upon Authorized Affiliate Referral other than as expressly set forth herein. The scope of Authorized Affiliate Referral Agent authority is specifically limited to the minimum authority necessary to perform the duties accepted pursuant to this Agreement. Authorized Affiliate Referral shall make no representations as to the policies and procedures of DIDITBETTER SOFTWARE other than as specifically authorized by DIDITBETTER SOFTWARE and shall be liable for any misrepresentation made by Authorized Affiliate Referral with regard to DIDITBETTER Software products and services. 6.2. Authorized Affiliate Referral Agent Employees. All persons employed by Authorized Affiliate Referral to perform Authorized Affiliate Referral Agent duties under this Agreement are, and will remain the employees and agents of Authorized Affiliate Referral and are not, employees or agents of DIDITBETTER SOFTWARE. Authorized Affiliate Referral shall be solely responsible for the acts and omissions of its employees and agents and shall have sole responsibility for their supervision, direction, and control. Authorized Affiliate Referral shall comply with all applicable laws regarding withholding and payment of all income taxes, social security taxes, unemployment insurance and workmen's compensation and disability benefits, as well as those regarding equal employment opportunities and safety of the workplace insofar as such concerns the subject matter hereof. 6.3. Right to Conduct Other Business. Each party hereto understands and acknowledges that this Agreement is non-exclusive. This Agreement shall not in any way limit either Authorized Affiliate Referral Agent or DIDITBETTER Software's power and right to contract with other persons concerning the subject matter hereof on such terms as DIDITBETTER SOFTWARE sees fit even though such persons, as a result, compete with Authorized Affiliate Referral Agent . 6.4. Indemnification. (a) Notwithstanding any of the provisions of this Agreement which may be construed to the contrary, Authorized Affiliate Referral will indemnify DIDITBETTER SOFTWARE, its directors, officers, employees, agents and representatives ("Indemnified Parties"), and save them harmless from and against any and all claims, actions, damages, consequential damages, liabilities and expenses (collectively, "Losses") occasioned by any act or omission of Authorized Affiliate Referral Agent , its directors, officers, employees, agents or representatives, relating to the performance of its obligations hereunder. If any of the Indemnified Parties shall, without fault on their part, be made parties to any litigation commenced by or against Authorized Affiliate Referral Agent, then Authorized Affiliate Referral shall protect and hold the Indemnified Parties harmless, and shall pay all costs, expenses, and reasonable attorney's fees incurred or paid by the Indemnified Parties in connection with said litigation. (b) In the event that the litigation described in Section 6.4 hereof shall be commenced, the Indemnified party will give immediate notice thereof to Authorized Affiliate Referral Agent. The Authorized Affiliate Referral shall then have the option of participation in said litigation, or, at its election, may assume all responsibilities and liabilities associated with said litigation upon written acceptance of liability thereunder. The Indemnified party may not settle, discount or otherwise compromise any matter giving rise to a loss and indemnification hereunder without the prior written consent of the other party. 6.5. Taxes. Authorized Affiliate Referral is responsible for any Taxes arising from commissions paid. Authorized Affiliate Referral shall be responsible for applicable state or federal taxes, including collection of applicable state sales and use taxes, income tax or any payment of taxes related to the performance of Authorized Affiliate Referral product sales. 6.6. No Warranty. WITH RESPECT TO THE PRODUCTS AND SERVICES TO BE SOLD BY DIDITBETTER SOFTWARE TO CUSTOMERS, DIDITBETTER SOFTWARE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS INCLUDES LOSS OF DATA RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTION HOWEVER CAUSED. USE OF ANY INFORMATION OBTAINED BY DIDITBETTER SOFTWARE NETWORK IS AT CUSTOMER'S OWN RISK. DIDITBETTER SOFTWARE SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS SERVICES AND SOFTWARE PRODUCTS. 6.7. Limitation of Liability. All products purchased from DIDITBETTER Software are subject to the terms and conditions set forth in the manufacturer’s warranty or end-user license packaged with each such product. DIDITBETTER SOFTWARE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES, INCIDENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE PRODUCT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF USE, LOSS DATA OR ANY DAMAGES OR SUMS PAID BYAUTHORIZED AFFILIATE REFERRAL TO THE THIRD PARTYIES, EVEN IF ADAVANTAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FORGOING LIMITATION OF LIABILTY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, OR OTHER TORT, BREACH OF ANY STATUATORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE. 6.8 Term. The term of this agreement is one year from the date of the signed agreement. ARTICLE VII: CONFIDENTIALITY 7.1 Confidential Information. Authorized Affiliate Referral acknowledges and agrees that all information relating to the business and operations of DIDITBETTER SOFTWARE and its subsidiaries, affiliates, clients, agents and consultants shall be considered the confidential information of DIDITBETTER SOFTWARE (collectively, "Confidential Information"). Confidential Information shall include, without limitation, all technical, marketing and financial information, any information relating to (a) the pricing, methods, process, financial data, lists, apparatus, statistics, programs, research, development or related information of DIDITBETTER SOFTWARE, or any of DIDITBETTER Software Authorized Affiliate Referral Agent or clients, in each instance concerning past, present or future business activities or operations of said entities, and (b) the results of the provision of services performed by you under this Agreement. Authorized Affiliate Referral forever agrees (y) not to disclose the Confidential Information or any part thereof to any other person or entity, and (z) not to use or permit any use of the Confidential Information or any part thereof in any way or manner, in each instance unless you obtain DIDITBETTER Software prior written consent, and/or you are required by law to disclose the Confidential Information (but only after written notice to DIDITBETTER Software, such that DIDITBETTER SOFTWARE has a reasonable opportunity to oppose or prevent a disclosure, and only to the extent so required). 7.2 Declaratory Relief. Authorized Affiliate Referral acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of your obligations under Section 7.1 above, that any such breach may allow you or third parties to unfairly compete with DIDITBETTER SOFTWARE resulting in irreparable harm to DIDITBETTER SOFTWARE, and, therefore, that upon any breach of Section 7.1 above, or any threat thereof, DIDITBETTER SOFTWARE shall be entitled to (a) specific performance and other injunctive relief without the necessity of posting a bond, in addition to whatever remedies it might have at law, and (b) be indemnified by you from any loss or harm, including, without limitation, attorney's fees, in connection with any breach or enforcement of your obligations hereunder or the unauthorized use or release of any such Confidential Information. Authorized Affiliate Referral will notify DIDITBETTER SOFTWARE in writing immediately upon the occurrence of any such unauthorized release or other such breach of which you are aware. 7.3. Disclosure of Terms of Agreement. Neither party hereto shall disclose the terms and conditions of this Agreement to any person or entity without the prior written consent of the other party. ARTICLE VIII: MISCELLANEOUS 8.1. Successors; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns. Authorized Affiliate Referral may not assign this Agreement except with the prior written consent of DIDITBETTER SOFTWARE. 8.2 Notices. Notices given by DIDITBETTER SOFTWARE to you may be given by e-mail, or by a general posting on our home page, or by personal delivery or conventional mail to your last known address. In any matter requiring DIDITBETTER Software consent, such consent will be considered given only if made in writing by an authorized representative of DIDITBETTER SOFTWARE. Notices given by you to DIDITBETTER SOFTWARE must be in writing and shall be mailed by first class mail or overnight delivery service or personally delivered to the following address: Advantage International Inc. / DidItBetter Software ATTN: DidItBetter Software Authorized Affiliate Referral Program 17633 Gunn Hwy, #149, Odessa, Florida 33556 PartnerPrograms@diditbetter.com Notices given by e-mail shall be deemed given the day they are mailed, notices given by a general posting on our web site shall be deemed given on the day they are posted. All other notices shall be effective the earlier of three days from the date of mailing or upon receipt. 8.3. Integration. This Agreement supercedes any other agreements and represents the entire agreement and understanding between DIDITBETTER SOFTWARE and Authorized Affiliate Referral as to the nature of our cooperative sales activities. Subject to section 8.10, no waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the party against which enforcement of such waiver, alteration, or modification is sought. 8.4. Governing Law. For purposes of any and all disputes with respect to this Agreement, the parties consent to jurisdiction and venue in either, as appropriate, (i) the courts of the State of Florida, Hillsborough County or (ii) the Federal courts located in Florida’s Tampa bay area. 8.5. Representations. Each party hereto warrants that it has full authority to enter into this Agreement and that such action has been duly authorized in accordance with such party's Articles of Incorporation, by-laws or other applicable organizational documents and procedures. 8.5.1. Each party hereto warrants that the execution, delivery, and performance of this Agreement will not conflict with, result in a breach of, or cause a default under its articles of incorporation, by-laws, Authorized Affiliate Referral Agent or joint venture agreements, or any material agreement or instrument to which it is a party or by which it or any of its property is bound, nor will it conflict with or violate any statute, law, rule, regulation, order, decree, or judgment of any court or governmental authority which is binding upon it or its property. 8.5.2. The individuals executing this Agreement further warrant that they have the full power and authority to bind their respective entities to the terms hereof and have been duly authorized to do so in accordance with such entities' corporate or other organizational documents and procedures. 8.6. Captions, Sections. Captions contained herein are inserted only as a matter of convenience and in no way define, limit, or extend the scope or intent of any provision hereof. Use of the term "Section" shall include the entire subject Section and all its subsections where the context requires. 8.7. Independent Business Judgment. The Parties hereby acknowledge and agree that Authorized Affiliate Referral is an independent business sufficiently sophisticated to exercise and exercising its own business judgment. The Parties hereby further acknowledge and agree that DIDITBETTER SOFTWARE has made no recommendations or representations regarding any aspect of Authorized Affiliate Referral Agent business including, but not limited to therefrom presentations with regard to Authorized Affiliate Referral Agent profits. 8.8. Waiver. Failure or delay on the part of either party to exercise any right, power or privilege hereunder shall not operate as a waiver thereof. A waiver of one obligation hereunder shall not operate as a waiver of any other obligation. A waiver by DIDITBETTER SOFTWARE or Authorized Affiliate Referral of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party. 8.9. Amendments. DIDITBETTER SOFTWARE MAY CHANGE, MODIFY OR AMEND THIS AGREEMENT AT ANYTIME BY PROVIDING NOTICE OF SUCH CHANGE, MODIFICATION OR AMENDMENT TO MERCHANT IN ACCORDANCE WITH SECTION 8.2. In the event DIDITBETTER SOFTWARE changes, modifies, or amends this Agreement pursuant to the foregoing provision of this section, you may terminate this Agreement by giving written notice thereof to DIDITBETTER SOFTWARE within ten (10) days after you receives notice of any such change, modification or amendment and such termination shall be effective on the date such change, modification, or amendment is to take effect, or if such change modification, or amendment has already taken effect, such termination shall be effective on the date such notice of termination is received by DIDITBETTER SOFTWARE. ARTICLE IX: GENERAL 9.0. General. These terms and conditions shall, upon acceptance by Authorized Affiliate Referral Agent, constitute the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and shall supersede all prior offers, negotiations, understandings and agreements. Unless Authorized Affiliate Referral and DIDITBETTER SOFTWARE have executed a master contract which specifically supersedes and replaces the terms and conditions herein, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain the terms and conditions contained herein. No additional or different terms of conditions, whether material or immaterial, shall become a part of this agreement unless expressly accepted in writing by an authorized officer or DIDITBETTER SOFTWARE. Any waiver by the DIDITBETTER SOFTWARE of one or more of there terms and conditions or any defaults hereunder shall be enforceable to the fullest possible extent, regardless of any partial invalidity of unenforceability, and that no failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. This agreement may not be assigned by either party without prior written consent of the other (which shall not be unreasonable withheld) except that DIDITBETTER SOFTWARE may assign this agreement to any affiliate or subsidiary of DIDITBETTER SOFTWARE. ALL SALES TRANSACTIONS EXCLUDE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS, IF OTHERWISE APPLICABLE. IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written, and the individuals signing below warrant that they have the authority to sign for and on behalf of their respective parties. TRAINING and/or Support by DidItBetter: Travel and per diem may apply. Installation and support services as well as Customization services available – email specifications and requirements to PartnerPrograms@diditbetter.com Exhibit A Authorized Affiliate Referral Agent Commission Pricing Schedule Standard Authorized Affiliate Referral Agent To become an authorized Affiliate Referral Agent, Authorized Affiliate Referral must have a DidItBetter Software Authorized Affiliate Referral Agent application submitted and approved. Authorized Affiliate Referral Agent receives: - 5% CASH BACK on any DidItBetter Software Cart which has processed ** The Authorized Affiliate Referral Partner program, product and service pricing are subject to change. If the pricing changes, and a cart was sent, the new pricing will automatically be displayed to the user following the referral link. If a cart was sent with prior pricing, and pricing was changed within 30 days, we will honor the discounted price to your clients.

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