401K CRPA L.L.C.
AFFILIATE AGREEMENT

This Affiliate Agreement, together with any Exhibits or Addendums attached hereto (altogether, this “Agreement”) is by and between 401K CRPA L.L.C., a Florida limited liability company, with a principal place of business at 7777 Glades Road Suite 100 Boca Raton Florida 33434 (“401K CRPA”) and the affiliate as entered on the affiliate application, with a principal place of business as entered on the affiliate application (“Affiliate”) is effective as of the date the affiliate application is received and approved by 401K CRPA L.L.C (“Effective Date”).

WHEREAS, 401K CRPA is the owner and provider of compliance software solutions;

WHEREAS, Affiliate is a company or individual who has the experience, knowledge, ability, resources and connections with prospective Customers (defined below) to perform its obligations hereunder; and

WHEREAS, on the basis of Affiliate’s representations herein, 401K CRPA desires to appoint Affiliate as a non-exclusive introducer of the 401K CRPA software products and related services identified in Exhibit A herein (the “Compliance Product”) and Affiliate desires to accept such appointment, in accordance with the terms and conditions of this Agreement. Any conflicts between Affiliates competing for the same prospective Customer will be resolved at the discretion of 401K CRPA.

NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions contained herein, the parties hereto agree as follows:

1. DEFINITIONS

“401K CRPA Trademarks” means any of the trademarks, trade names and/or service marks, logos, or other designations (whether registered or unregistered) for promotional or marketing activities, owned or used by or on behalf of 401K CRPA in connection with the Compliance Product.

“Confidential Information” means any and all information or trade secrets (whether oral, written or in some other tangible form) disclosed by one party to the other party in connection with this Agreement, or that is otherwise obtained by the receiving party under or in connection with this Agreement, and in each case that is marked or identified as confidential by the disclosing party, or by its nature is confidential or should reasonably be understood by the receiving party to be confidential. 401K CRPA’s Confidential Information includes the Compliance Product, Documentation, customer information, the Price List and the terms of this Agreement.

“Customer” means any approved third party brought to 401K CRPA by Affiliate with whom 401K CRPA contracts to provide the Compliance Product for the third party’s own internal business purposes and not for resale, remarketing, redistribution or other transfer of such Compliance Product to any other person or entity.

“Customer Device” or “Device” means the endpoint, computer, cloud instance, mobile device, or other equipment in the Customer’s environment.

“Documentation” means any documentation made available to Affiliate by 401K CRPA (whether electronic or printed) which relates to the Compliance Product, including installation guides and manuals.

“Intellectual Property Rights” means any and all: (i) rights associated with works of authorship, including copyrights whether registered or not and any copyright applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (ii) trademarks and trade names; (iii) rights relating to the protection of trade secrets and confidential information; (iv) patents, patent applications and patent rights; (v) continuations, divisionals, reexaminations, reissues, continuations-in-part of the foregoing (as applicable) and patent rights, issues or acquired; and (vi) rights analogous to those set forth herein and any other proprietary rights relating to intangible property, in the United States or any other country.

“Price List” means 401K CRPA’s recommended price list for Affiliates of each Compliance Product and price schedule for Services, made available to Affiliate by 401K CRPA.

“Affiliate Commission” means a percentage of the final sale price attached here as Exhibit A. Affiliate Commissions are based on a percentage of the first 12 months of a new Customer’s paid fees, less any commissions proportionate to any refunds requested by the Affiliate’s Customer in the first 12 months. Affiliate Commissions are only payable on Customers brought to 401K CRPA by Affiliate where 401K CRPA approves in writing the Customer as commission-eligible. Affiliate Commissions are calculated and paid quarterly. 401k CRPA reserves the right to retain up to 10% until the end of the first year. In the event of a refund, the retained amount of each commission sale. Commissions will be reduced accordingly, and any overpayment will be reconciled. Amounts may be deducted from Affiliate Commissions still owed to an Affiliate. After the completion of the first year from the date the Customer made its first payment to 401K CRPA, 401K CRPA will reconcile Commissions and pay any additional amounts still owed to the Affiliate. Affiliate is not eligible for Affiliate Commissions beyond the first year of Customer’s use of the Compliance Product.

“Affiliate Trademarks” means any of the trademarks, trade names and/or service marks, logos, or other designations for promotional or marketing activities, owned by Affiliate or used or licensed from Customer by or on behalf of Affiliate including but not limited to the PTE CRPA™ and 401(k) CRPA™ trademarks.

“Services” means additional related services requested by Affiliate and agreed to be provided by 401K CRPA on terms agreed to in writing by 401K CRPA.

“Terms” means 401K CRPA’s then-current Terms of Service and Conditions of Use, including the end user license agreement for the Compliance Product, a copy of which is located at the website or will made available to Affiliate, as amended from time to time by 401K CRPA.

“Transaction” means an agreement between the Affiliate and a Customer, under which the Customer purchases an end user license under the Terms of Use and licenses access for the number of advisors providing rollover advice in the customers with this Agreement.

2. AFFILIATE RIGHTS; USE RESTRICTIONS

2.1 Right to Resell Compliance Product. Subject to and in accordance with the terms and conditions of this Agreement, 401K CRPA hereby appoints Affiliate as a nonexclusive Affiliate of the Compliance Product to Customers in the Territory. In connection with such appointment, 401K CRPA hereby grants to Affiliate and Affiliate hereby accepts a limited, personal, non-exclusive, revocable, non-transferable, non-sub-licensable right, during the Term (as defined below), to directly market, distribute and sell the Compliance Product solely to Customers on a per-advisor basis, for use by Customers on Devices or Device networks controlled by the Customer, in accordance with the terms and conditions of this Agreement. References to the Compliance Product under this Agreement are references to the object code version of the Compliance Product only and nothing in this Agreement shall be construed as granting Affiliate, or any subsequent Customer, any rights in or to the source code of the Compliance Product or any other Intellectual Property Rights.

2.2 Compliance Product Modification. 401K CRPA may update, change or discontinue any Compliance Product, at any time, in its discretion; provided, however, any express warranties set forth in the Terms shall continue to apply with respect to any Compliance Product previously sold to a Customer, and that 401K CRPA shall provide Affiliate not less than thirty (30) days prior written notice of update, change or discontinuation that in 401K CRPA’s reasonable opinion will have a materially adverse impact on Affiliate.

2.3 Restrictions. Section 2.1 sets forth the entirety of Affiliate’s right to market, distribute and sell the Compliance Product. Without limiting the generality of the foregoing, Affiliate shall not, directly or indirectly:
(i) engage in any OEM, SaaS, additional Affiliate tiers or other sub-distribution arrangements in connection with the Compliance Product;
(ii) knowingly sell or otherwise provide the Compliance Product to any Customer that produces or sells any compliance product, or similar product that could compete with the Compliance Product;
(iii) distribute or sell the Compliance Product other than through Affiliate’s direct sales force (face-to-face, electronically or telephonically) and only to direct Customers, and not through mail-order or catalog sales;
(iv) remove, alter, distort, cover or otherwise modify any legal notices (including any notice of proprietary rights) appearing in or on, or that may be included with, any Documentation or other content, documentation, or other materials furnished or otherwise made available to Affiliate by 401K CRPA;
(v) use or advise Customer to use the Compliance Product in or in association with safety critical applications, including medical systems, transport management systems, or vehicle and power generation applications, such as nuclear power applications;
(vi) copy or permit any third party to copy the Compliance Product except for downloading a purchased or evaluation copy of Compliance Product by the Customer;
(vii) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow, or assist others to create the source code or non-literal aspects (such as the underlying structure, sequence, organization, and interfaces) of the Compliance Product, or its structural framework;
(viii) create derivative works of the Compliance Product;
(ix) use, publish or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Compliance Product;
(x) disable or circumvent any access control or related equipment, process or procedure established with respect to the Compliance Product;
(xi) alter the Compliance Product or its packaging in any way; or
(xii) sign, execute, or otherwise agree to any contract or binding agreement on behalf of 401K CRPA with Customer or any other third party.

3. PAYMENT, ORDERING, AND REPORTING

3.1 Fees. If Affiliate meets the requirements the eligibility requirements set forth in Section 3.2, Affiliate shall be entitled to receive the Affiliate Commission for the Compliance Product and Services purchased in compliance with the terms and conditions of this Agreement. Failure to meet any 401K CRPA requirements shall result in the Affiliate not receiving the Affiliate Commission for any future sales and/or distributions of the Compliance Product. 401K CRPA reserves the right to change the fees included in the Price List for the Compliance Product, Services and/or Affiliate Discount at any time by providing ten (10) days prior written notice to Affiliate.

3.2 Registration Requirement and Discount Eligibility. Prior to entering into a Transaction with any potential Customer, Affiliate may request 401K CRPA’s approval of the Customer by supplying required information to 401K CRPA by e-mail (the “Registration”). 401K CRPA may accept or reject a Registration in its sole discretion. If 401K CRPA accepts a Registration and if the Customer executes a Transaction within ninety (90) days of the date of 401K CRPA provides a demonstration to the Customer, thereby protecting the sale from another affiliate (or such other period as the parties agree in writing) (“Negotiation Period”), 401K CRPA shall provide the Affiliate Commission for the applicable Customer. If for any reason, 401K CRPA fails to execute a Transaction with the Customer within the Negotiation Period, Affiliate acknowledges and agrees that the customer becomes available to other affiliates that may be able to close the business, it shall not be entitled to the Affiliate Commission; provided, however, that 401K CRPA may agree in writing, at its sole discretion, to extend the Negotiation Period upon request from Affiliate.

3.3 Order Procedure. Affiliate shall submit customer information or provide the customer with the affiliate’s custom link to the online shopping cart, which shall include the end user contact information, to 401K CRPA for the Compliance Product for Customer under this Agreement by e-mail. 401K CRPA has the right to approve or deny the Customer as commission-eligible Customer. 401K CRPA has no obligation to accept any potential Customer and may accept only a portion of a potential order, and no order is binding until accepted in writing by 401K CRPA.

3.4 Payment. Affiliate shall provide Customer with this approved unique hyperlink for purchasing the Compliance Product. Where the proper link is used by a Customer, the Affiliate will get a Affiliate Commission as defined herein. Affiliate is solely responsible for ensuring Customer use the correct link. 401K CRPA will pay Affiliate Commission pursuant to the terms of this Agreement. Upon inadequate payment and for any reason in its discretion 401K CRPA has the full and complete right to suspend performance of services or cancel, withhold or delay access to the Compliance Product.

4. AFFILIATE RESPONSIBILITIES

4.1 General.
(i) Affiliate shall communicate to and advise each potential Customer that it’s purchase, use of and access to the Compliance Products is subject to the Customer’s acceptance of the Terms. Affiliate shall notify each Customer that prior to the Compliance Product being installed on any Customer Device or Device network, Customer must sign or accept the Terms, which 401K CRPA may modify from time to time without notice to or consent of Affiliate. Such modified Terms will be effective and incorporated into this Agreement for references purposes upon such modification.
(ii) If any Customer breaches any term under the Terms Affiliate shall cooperate with 401K CRPA to protect and enforce 401K CRPA’s rights and remedies. If Affiliate initiates any legal action against Customer in which 401K CRPA may benefit because of its rights in the Terms, then Affiliate agrees to name 401K CRPA as a third-party beneficiary in the action against Customer at 401K CRPA’s written request. In the event that Affiliate learns of any unauthorized use of the Compliance Product, including use of the Compliance Product by any of 401K CRPA’s competitors, or any suspected breach relating to the Compliance Product, Affiliate shall immediately notify 401K CRPA in writing of the unauthorized use or suspected breach and will provide 401K CRPA, at Affiliate’s own cost and expense, reasonable assistance and cooperation in evaluating the suspected breach and 401K CRPA’s exercise of its rights and remedies with respect to any confirmed breach. All applicable Terms shall be directly between 401K CRPA and the Customer, and nothing in this Agreement shall limit any Terms separately provided by 401K CRPA to the Customer.
(iii) Affiliate shall facilitate having Customer sign all agreements required by 401K CRPA.

4.2 Marketing. Affiliate shall use commercially reasonable efforts to promote the sale and distribution of the Compliance Product at all times in a manner that reflects favorably on the goodwill and reputation of 401K CRPA. Affiliate shall stay current with respect to information concerning the Compliance Products, including but not limited to attending sales and customer support training programs, which may be offered by 401K CRPA. Affiliate shall accurately describe 401K CRPA and the Compliance Product to each Customer. Without limiting the generality of the foregoing, Affiliate shall not make any representations, warranties or descriptions regarding the performance, functional characteristics or other aspects of any Compliance Product that is beyond those stated in 401K CRPA’s then-current and officially approved marketing and promotional materials for the applicable Compliance Product. Any marketing materials prepared by Affiliate that it proposes to use in connection with this Agreement shall be subject to 401K CRPA’s written approval. Affiliate shall not make any representation or warranty on behalf of 401K CRPA except as 401K CRPA may expressly consent to in writing. All costs related to the marketing and distribution of the Compliance Products by Affiliate shall be borne by Affiliate.

4.3 Affiliate Conduct. Affiliate shall not: (i) disparage 401K CRPA, the Compliance Product or other products or Services of 401K CRPA; (ii) engage in any unethical practices that are detrimental to 401K CRPA or the Compliance Product or with respect to its dealing with Customers; (iii) make any false or misleading representations about 401K CRPA or the Compliance Product; or (iv) provide access to the 401K CRPA tenant or interface to anyone outside Affiliate’s organization, including screen shots, bench marking results, or recorded testing results.

4.4 Contact with Customers. Affiliate acknowledges and agrees that 401K CRPA may contact any Customer regarding such Customer’s use of the Compliance Product. 401K CRPA may also contact any Customer in response to a good faith belief that the Customer does not properly use the Compliance Product or in response to a potential security incident involving one or more Customer Devices.

4.5 Compliance. Affiliate shall comply, at its own expense, with all laws, policies, guidelines, regulations, ordinances, rules applicable to Affiliate, its business, the Transactions and orders of any governmental authority or regulatory body having jurisdiction over the subject matter hereof. Affiliate shall comply with all the current policies, procedures and guidelines made available by 401K CRPA from time to time, including 401K CRPA’s Anti-Corruption Policy, as well as any annual compliance certifications as requested by 401K CRPA. Affiliate shall ensure that in entering into this Agreement neither Affiliate nor any of its officers, employees, agents, representatives, contractors, intermediaries nor any other person or entity acting on behalf of Affiliate will take any action, directly or indirectly, that would constitute an offence under (i) the United States Foreign Corrupt Practices Act 1977, the United Kingdom Bribery Act 2010, or any other applicable anti-bribery and anti-corruption laws or regulations anywhere in the world, or (ii) any rules of fair competition. Affiliate hereby represents, warrants and covenants that no employee of Affiliate or of any parent or subsidiary company or any person or entity that controls, is controlled by or is under common control with Affiliate is an official or employee of a government, including any department, division, subdivision, agency, corporation or other instrumentality of a government, in the Territory (or any other jurisdiction in which Affiliate performs services for 401K CRPA) during the Term, unless such person obtains the prior written consent of 401K CRPA. Affiliate also warrants that it shall comply at all times with all applicable laws relating to data protection, privacy and/or data security and ensure that all required consents are obtained from data subjects in respect of all collection, retention, transfer and processing of personally identifiable information. By signing this Agreement, Affiliate shall further ensure that no portion of any compensation received from the sale of the Compliance Product will be paid directly or indirectly to any third parties who are employees of or have any business or official interest in the affairs of a Customer placing an order which is the basis on which compensation is paid. Violation of any obligations in this Section shall be considered cause for immediate termination of this Agreement. This Section does not preclude Affiliate from participating in organized promotional activities approved by 401K CRPA. 401K CRPA will not be liable to Affiliate for any claim, loss or damage whatsoever related to its decision to withhold delivery or other performance under this Section. Affiliate shall indemnify and hold 401K CRPA harmless against any and all claims, losses or damages arising from or related to breach of Section ‎and the related termination of this Agreement.

5. 401K CRPA RESPONSIBILITIES

5.1 Marketing. 401K CRPA may, but not required to provide marketing efforts to support Affiliate in its promotional efforts by providing reasonable marketing materials.

5.2 Technical Support and Maintenance. 401K CRPA shall provide support to Affiliate’s prospects and Customers under the terms of 401K CRPA’s support policy as set forth in the Terms.

5.3 Compliance Product Shipping Procedure. 401K CRPA shall make the Compliance Product available via by providing Customer access to the Compliance Product on its website. If Affiliate’s Customers or Affiliate requests other delivery arrangements, 401K CRPA shall use commercially reasonable efforts to facilitate such arrangements if appropriate.

6. WARRANTIES

6.1 Affiliate Warranties. Affiliate warrants, covenants and represents to 401K CRPA that Affiliate: (i) shall perform this Agreement in compliance with all applicable laws, rules and regulations, including the 401K CRPA Anti-Corruption Policy; (ii) has the right to enter into and perform this Agreement in accordance with its terms; and (iii) shall not enter into any agreement or arrangement that conflicts with its performance of this Agreement.

7. LIMITATION OF LIABILITIES

7.1 LIMITATION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL 401K CRPA BE LIABLE TO AFFILIATE OR TO AFFILIATE’S CUSTOMERS (OR TO THOSE CLAIMING THROUGH AFFILIATE) FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGE OR LOSS OF ANY KIND INCLUDING LOSS OF PROFITS, LOSS OF CONTRACTS, BUSINESS INTERRUPTIONS, OR LOSS OF OR CORRUPTION OF DATA, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT OR OTHERWISE, INCLUDING NEGLIGENCE, INCLUDING ANY LOSS OR DAMAGE RELATED TO ANY THIRD PARTY SOFTWARE, EVEN IF 401K CRPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 DISCLAIMER OF WARRANTIES. 401K CRPA MAKES NO WARRANTIES, CONDITIONS, UNDERTAKINGS OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN RELATION TO PRODUCTS OR SERVICES MADE AVAILABLE OR PROVIDED TO AFFILIATE HEREUNDER, INCLUDING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITATION TO THE FOREGOING, 401K CRPA DOES NOT WARRANT THAT PRODUCTS OR SERVICES WILL MEET THE AFFILIATE’S OR CUSTOMERS’ REQUIREMENTS OR NEEDS, OR THAT THE OPERATION OF COMPLIANCE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS OR ERRORS CAN OR WILL BE CORRECTED.

7.3 Damages Cap. To the maximum extent permitted under applicable law, 401K CRPA’s total aggregate liability in respect of all causes of action and claims arising out of or in connection with this Agreement (whether for breach of contract, strict liability, tort (including negligence or product liability), misrepresentation or otherwise) shall not exceed the amounts paid by Affiliate to 401K CRPA for the Compliance Product during the period of twelve (12) months prior to the date of the event or series of connected events that first gave rise to the relevant action or claim or the twelve (12) months prior to the date of the latest subscription under this Agreement, whichever amount is less. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

8. INVESTMENT ADVICE

8.1 401(K) CRPA is not an Investment Advisor or ERISA Fiduciary
You understand and acknowledge that access to the Services is provided on the strict understanding that We are not acting as an “investment advisor” as such term is defined in the Investment Advisers Act of 1940 or any other applicable state or federal law, or as a “fiduciary” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). You further understand and acknowledge that 401(K) CRPA is not engaged in rendering legal, accounting, fiduciary, or other professional services. You agree to consult with Your attorneys, compliance officers, and/or professional advisors prior to accessing or using the Services.

8.2 No Investment Recommendation or Advice
Nothing included in the Services constitutes tax, legal, or investment advice. Hypothetical example(s) are for illustrative purposes only and are not intended to represent the past or future performance of any specific investment. Neither the information, nor any opinion, included in the Services constitutes a solicitation or offer by 401(K) CRPA or its affiliates to buy or sell any securities or other financial instruments, nor shall any such security be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction. Decisions based on information included on the Services are the sole responsibility of You. Data is dynamic and could be subject to reporting errors, timeliness and categorization discrepancies. The information reported by fund company literature, prospectuses and reporting services is often irreconcilable. As a result, the data provided in our Services should be viewed as indicative rather than definitive. The data emanates from sources believed to be reliable, but We have no control over the means or methods used for collection. As a result, We cannot guarantee accuracy or completeness. Before executing any financial or securities transaction based, You should consult with a financial professional.

9. INFRINGEMENT CLAIMS

9.1 401K CRPA’s Obligation. 401K CRPA shall defend Affiliate from and against any and all third party claims made directly against Affiliate to the extent the claim alleges that Affiliate’s sale or distribution of Compliance Product or Documentation infringes such third party’s Intellectual Property Rights in the Territory (an “Infringement Claim”). Affiliate may participate in the Infringement Claim with separate counsel at its own expense.

9.2 Limitation on 401K CRPA’s Obligation. 401K CRPA shall have no obligation under Section 8.1 or otherwise in relation to an Infringement Claim if:
(i) Affiliate fails to provide 401K CRPA with written notice of any such claim within ten (10) days of becoming aware of the Infringement Claim;
(ii) Affiliate does not, at the request of 401K CRPA, give 401K CRPA the right to control the investigation, defense or settlement of such claims;
(iii) Affiliate does not fully cooperate with or allow 401K CRPA, at no cost to Affiliate, to control the investigation, defense or settlement of such claims;
(iv) Affiliate has, without the prior written consent of 401K CRPA, acknowledged the validity of the Infringement Claim or made any oral or written admission or statement in connection therewith or taken any action that would or might impair the ability of 401K CRPA to contest the Infringement Claim; or
(v) the Infringement Claim results from or could have been avoided but for: (A) modification of the Compliance Product by any person or entity other than 401K CRPA and under the control of Affiliate; (B) Affiliate’s marketing of the Compliance Product, without prior approval from 401K CRPA, with any hardware, software or other component not provided by 401K CRPA in circumstances where use of the Compliance Product without such other hardware, software or component would not have led to the Infringement Claim; or (C) Affiliate’s marketing of the use of the Compliance Product, without prior approval from 401K CRPA, which is not in accordance with the Documentation or as not expressly permitted hereunder.

9.3 401K CRPA Options for Infringement Claim. In the event of a third party infringement claim alleging that the Compliance Product or Documentation, or use of the Compliance Product infringes such third party’s Intellectual Property Rights in the Territory, 401K CRPA has the right to: (i) replace the infringing Compliance Product with a substantially similar non-infringing product; (ii) modify the Compliance Product so that it no longer infringes; (iii) obtain a license for Affiliate to sell and distribute the allegedly infringing Compliance Product; or (iv) cease providing the infringing Compliance Product and refund the fees received from Affiliate for unused subscription periods of the Compliance Product.

9.4 REMEDIES. THIS SECTION 8 SETS FORTH AFFILIATE’S SOLE AND EXCLUSIVE REMEDY AND 401K CRPA’S SOLE AND EXCLUSIVE LIABILITY RELATING TO ANY INFRINGEMENT CLAIM.

9.5 Indemnification by Affiliate. Affiliate shall defend, hold harmless and indemnify 401K CRPA and its officers, officers, agents, representatives and employees against any and all claims, actions, proceedings, fines, penalties, damages, costs, expenses or other liability whatsoever arising out of, resulting from or relating to: (i) Affiliate’s use of the Compliance Product in an unauthorized or illegal manner; (ii) Affiliate’s breach of this Agreement or any Transaction; (iii) Affiliate’s gross negligence or willful misconduct; (iv) Affiliate’s relationship with its Customers or any Transaction; or (v) any representations or warranties provided or obligations undertaken by Affiliate regarding the Compliance Product that exceed the representations and warranties set forth in the Terms.
10. TERM AND TERMINATION

10.1 Term. The term of this Agreement shall automatically renew from the Effective Date (the “Initial Term”), unless terminated earlier pursuant to Section 9.2 or 9.3. After the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year (each period, a “Renewal Term”) unless either party provides the other party written notice of its intent not to renew at least sixty (60) days prior to the end of the then-current term (the Initial Term and any such Renewal Terms, the “Term”).

10.2 Termination for Convenience. 401K CRPA may terminate this Agreement for convenience at any time upon written notice, Affiliate may terminate this Agreement by email effective immediately for convenience.

10.3 Termination For Cause. Each party may immediately terminate this Agreement at any time if the other party: (i) materially breaches this Agreement and fails to cure the breach within ten (10) days after receiving written notice of such breach; (ii) makes, or attempts to make, an assignment for the benefit of its creditors; (iii) commences proceedings for relief under any bankruptcy, insolvency or debtor’s relief law; (iv) is the subject of a bankruptcy, insolvency or debtor’s relief proceedings, and fails to have such proceeding dismissed within sixty (60) days; or (v) liquidates or dissolves or attempts to liquidate or dissolve.

10.4 Effect of Termination. Upon termination or expiration of this Agreement: (i) Affiliate shall discontinue all further promotion, marketing and support of access to the Compliance Product, and shall cease all display, advertising and use of all the 401K CRPA Trademarks and will not thereafter use, advertise or display any such 401K CRPA Trademarks; and (ii) Affiliate shall promptly return to 401K CRPA or destroy, at 401K CRPA’s election, all 401K CRPA Confidential Information and all advertising and other materials which contain or bear any 401K CRPA Trademarks supplied by 401K CRPA, in its possession or under its control. The expiration or termination of this Agreement shall not discharge or relieve either party from any obligation which accrued prior to termination, including 401K CRPA’s obligation to fulfill Customer orders, and shall not relieve any breaching party from liability for damages resulting from such breach, and shall not destroy or diminish the binding force and effect of any of the provisions of this Agreement that expressly, or by reasonable implication, come into or continue effect on or after termination hereof. Any termination rights contained in this Section 9 are in addition to, and not in lieu of, any remedies available at law or in equity or otherwise.

10.5 Surviving Provisions. Termination or expiration of this Agreement shall not relieve Affiliate of its obligations to pay all fees that have accrued or are otherwise owed by Affiliate to 401K CRPA, and the provisions that expressly or by their nature survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement until they are satisfied or by their nature expire, including Sections 2.3 (Restrictions), 3 (Payment, Ordering, and Reporting), 6.1 (Affiliate Warranties), 7 (Limitation of Liabilities), 8 (Infringement Claims), 9.4 (Effects of Termination), 10 (Ownership), 12 (Confidential Information), and 13 (General Terms).

11. OWNERSHIP

11.1 Ownership. Subject to the express rights granted to Affiliate under this Agreement, all right, title and interest in and to the Compliance Product, 401K CRPA Trademarks and goodwill, Feedback (as defined below) and Documentation, and all modifications, derivative works, improvements and enhancements to the foregoing, and all Intellectual Property Rights therein (“401K CRPA IPR”) are exclusively owned by 401K CRPA or its licensors. “Feedback” shall mean any ideas, suggestions, or materials in respect of the Compliance Product communicated by Affiliate to 401K CRPA.

11.2 Reservation of Rights. Other than the limited license to the Compliance Products set forth in Section 2.1 above and the license to the 401K CRPA Trademarks in Section 11.1 below, 401K CRPA and its licensors reserve all rights in or to any portion of 401K CRPA IPR, and no right or license is granted to Affiliate by implication or estoppel.

12. TRADEMARKS

12.1 401K CRPA Trademarks. 401K CRPA hereby grants to Affiliate and Affiliate hereby accepts a limited, personal, revocable, non-exclusive, non-transferable, non-sub-licensable right to utilize within the Territory 401K CRPA Trademarks in the form, proportion, style and coloring provided by 401K CRPA from time to time solely for the purpose of promoting and marketing the Compliance Product in accordance with this Agreement. Affiliate shall strictly adhere to 401K CRPA’s branding and style guidelines, which may be amended from time to time and will be provided to the Affiliate and which is made a part of and incorporated by reference into this Agreement. Affiliate’s use of 401K CRPA Trademarks and the goodwill associated therewith shall inure to the benefit of 401K CRPA.

12.2 Marketing of Compliance Product. In any publicity that mentions or references any Compliance Product, Affiliate shall acknowledge, in writing, 401K CRPA as the rightful owner or holder of all Intellectual Property Rights to the Compliance Product. Affiliate shall use the trademarks and logos provided by 401K CRPA, and market and sell the Compliance Product with a level of quality and care equal to or better than the level of quality maintained by 401K CRPA with respect to its own use of 401K CRPA Trademarks. Affiliate shall not place its own or any third party’s trademarks on the Compliance Product or packaging thereof or otherwise imply that the Compliance Product was developed, owned by or proprietary to Affiliate or any other third party. At any time where Affiliate uses any 401K CRPA Trademark, Affiliate shall place all notices as required by law or requested by 401K CRPA to establish, protect and strengthen such 401K CRPA Trademark. 401K CRPA shall have the right to review from time to time upon written notice to Affiliate, Affiliate’s use of 401K CRPA Trademarks and marketing materials to ensure that such use is consistent with the standards set forth by 401K CRPA. If 401K CRPA has any concerns with respect to Affiliate’s use of such materials, it shall inform Affiliate of the same and if requested by 401K CRPA, Affiliate shall promptly cease all use of such 401K CRPA Trademarks and marketing materials. Affiliate shall not seek to register in any country any of 401K CRPA Trademarks (or any confusingly similar marks or translations or transliterations of 401K CRPA Trademarks) or its license thereto or any domain name in either Affiliate’s or any third party’s name and agrees to transfer any such domain names to 401K CRPA on 401K CRPA’s first request.

12.3 Affiliate Trademarks. Affiliate hereby authorizes 401K CRPA to identify Affiliate as a partner, Affiliate or distributor of the Compliance Product in any marketing or sales materials and to use any material provided by Affiliate in any manner reasonably related to marketing or sales. Affiliate hereby grants to 401K CRPA a limited, personal, non-exclusive, non-transferable, non-sub-licensable, worldwide right to utilize Affiliate Trademarks solely for the purpose of promoting and marketing the Compliance Product in accordance with this Agreement. 401K CRPA agrees to use Affiliate Trademarks only in connection with promotion of 401K CRPA’s relationship with Affiliate. Affiliate agrees to request its Customers to authorize 401K CRPA: (i) to identify Customer as a customer of the Compliance Product in any material, and (ii) to permit 401K CRPA to use Customer’s trademarks, trade names, or logos solely for the purpose of identifying the Customer as a customer in such material.

13. CONFIDENTIAL INFORMATION

13.1 Confidentiality. Each party shall keep the other party’s Confidential Information confidential, and will not use the other party’s Confidential Information except for purposes of performing this Agreement and will not disclose the other party’s Confidential Information to any third party. The receiving party shall not copy, reproduce, disclose, publish or disseminate any Confidential Information to anyone other than its employees, technical and business consultants, and/or legal and financial advisors (under a duty of confidentiality no less restrictive than the terms hereof whether by pre-existing agreement or relationship) who need to know for business purposes related to this Agreement, and are informed regarding, and agree in writing to act in accordance with, the obligations of non-disclosure and non-use imposed by this Agreement. Each party shall ensure that any third party to whom it discloses Confidential Information is aware of and complies with the obligations set forth in this Section 12. Confidential Information shall not include information that:
(i) is now or subsequently becomes generally available to the public through no fault or breach on the part of the receiving party;
(ii) the receiving party can demonstrate to have had lawfully in its possession without an obligation of confidentiality prior to disclosure hereunder and not otherwise in breach of this Agreement; or
(iii) the receiving party lawfully obtains from a third party who has the right to transfer or disclose it and who provides it without any obligation to maintain the confidentiality of such information.

13.2 Permitted Disclosure. If the receiving party receives notice that it may be required or ordered by any governmental, or other judicial or regulatory entity to produce any Confidential Information of the disclosing party, or any other Confidential Information is required or ordered to be produced under any law, order, rule or regulation, the receiving party shall:
(i) first give prompt prior written notice to the disclosing party within a reasonable time prior to the time when disclosure is to be made, so that the disclosing party may contest such requirement or order; and
(ii) at the disclosing party’s sole expense, cooperate with the disclosing Party in seeking a protective order or other remedy to limit the disclosure of such Confidential Information to the extent required under this Agreement.

14. GENERAL TERMS

14.1 Independent Contractors. 401K CRPA and Affiliate are independent contractors. Nothing in this Agreement shall be construed to make either party a joint venturer, partner, employee or agent of the other. Neither party may bind the other to any agreement or contract.

14.2 Exclusivity. The relationship between 401K CRPA and Affiliate is not exclusive, and nothing in this Agreement shall prohibit either party from purchasing, selling, or licensing any products from or to any third party or otherwise providing services to or doing business with any third party.

14.3 Severability. If any term, provision, covenant or condition of this Agreement is held invalid or unenforceable for any reason, the remaining provisions of this Agreement shall continue in full force and effect as if the Agreement had been executed with the invalid portions eliminated. The parties agree to substitute for the invalid provision a valid provision, which most closely approximates the intent and economic effect of the invalid provision.

14.4 Assignment. Affiliate may not assign or transfer this Agreement or its rights or duties hereunder, in whole or in part, by operation of law or otherwise, without 401K CRPA’s prior written consent. Any assignment or transfer without 401K CRPA’s consent will be null and void and of no force or effect. 401K CRPA may assign or transfer this Agreement or its rights or duties hereunder, in whole or in part, by operation of law or otherwise, without Affiliate’s prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

14.5 Waivers. Any delay, omission or failure to exercise any right or remedy under this Agreement shall not constitute a continuing waiver of such right or remedy.

14.6 Notices. All notices, elections, requests, demands, and other communications required or permitted under this Agreement shall be in writing, and shall be deemed to have been delivered and received (i) when personally delivered; (ii) on the third (3rd) business day after which sent by registered or certified mail, postage prepaid, return receipt requested; (iii) on the date on which transmitted by facsimile or other electronic means generating a receipt evidencing a successful transmission; or (iv) on the next business day after the business day on which deposited with a regulated public carrier (e.g., Federal Express) for overnight delivery, freight prepaid, addressed to the Party for whom intended at the address set forth in the recitals, or such other address, facsimile number, or email address, notice of which is given in a manner permitted by this Section ‎13.6.

14.7 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Florida, USA, without regard to its conflicts of law rules or principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Unless resolved amicably between the parties, any and all disputes, controversies, or differences which may arise between the parties, out of or in relation to or in connection with this Agreement, or the breach thereof, shall be solely and finally settled by the Federal and State courts of Florida, USA. Notwithstanding the foregoing, Affiliate acknowledges that material breaches by it of its negative covenants under this Agreement may cause 401K CRPA irreparable harm for which there may be no adequate remedy at law, and that under such circumstances, 401K CRPA shall be entitled to equitable relief by injunction or otherwise, without the obligation of posting any bond or surety.

14.8 Entire Agreement. The Agreement is the complete, entire, final and exclusive agreement between the parties related to the subject matter hereof and supersedes all prior agreements between the parties related to the subject matter hereof. The Agreement may not be modified except in a writing executed by the parties. Neither 401K CRPA nor Affiliate will be bound by any terms and conditions delivered with or pre-printed on any purchase orders, purchase order acknowledgments or other communications between the Affiliate and Affiliate’s Customer.

14.9 Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for payment obligations) resulting, directly or indirectly, from war, terrorism, riots, acts of God, civil or military authority, acts of the public enemy, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, labor disputes or any causes beyond its reasonable control; provided that the party failing to perform in any such event will promptly resume or remedy, as the case may be, the performance of its obligations hereunder as soon as practicable.

14.10 Export. Compliance Product is provided solely for lawful purposes and use. 401K CRPA makes no representation that Compliance Product is appropriate for use in any given country of use. Affiliate is solely responsible for, and agrees to comply with, all applicable laws, statutes, ordinances, and other governmental authority, however designated, with respect to the use of and access to the Compliance Product, including United States government laws, regulations, orders or other restrictions regarding export from the United States and re-export from other jurisdictions of software, technical data and information or derivatives of such software, or technical data and information. Affiliate shall not ship, transfer, or export the Compliance Product or the Documentation or any information in respect thereof or use them in any manner that is prohibited by law, including without limitation, to sell, distribute, download or export the Compliance Product, Documentation or any information in respect thereof: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Lebanon or Syria; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S or Israel or any foreign agency or authority. Affiliate will reasonably cooperate with 401K CRPA, and will provide 401K CRPA promptly upon request with any certificates or documents, in each case as are reasonably requested to obtain approvals, consents, licenses and/or permits required for any payment or any export or import of Compliance Product or Documentation under this Agreement. 401K CRPA reserves the right at any time to (i) request a certificate signed by an authorized representative of Affiliate confirming compliance with the requirements of this Section 13.10 and/or (ii) conduct an audit of Affiliate upon reasonable notice and within Affiliate’s normal business hours in order to verify Affiliate’s compliance with the requirements of this Section 13.10.

14.11 Import. If Affiliate is located outside the United States, or enters into any Transaction outside the United States, Affiliate acknowledges and agrees that it is solely responsible for complying with any local import rules and regulations relating to its performance of this Agreement, including obtaining any approvals and licenses that may be required.

14.12 Interpretation. In this Agreement: (i) a reference to a party includes a reference to the party’s executors, administrators, successors and assigns; (ii) the singular includes the plural, and vice versa; (iii) “includes”, “including”, “for example”, “such as” and similar terms are not words of limitation; (iv) a person includes a natural person, partnership, joint venture, corporation or other corporate body; (v) a thing (including a chose in action or other right) includes a part of that thing; (vi) an article, section, term, party, schedule or attachment is a reference to an article, section, term of, or party, schedule or attachment to this Agreement; (vii) a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced; (viii) an agreement other than this Agreement includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and (ix) a monetary amount is in US dollars. No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it.

EXHIBIT A
401K CRPA Affiliate Commission

1. Compliance Product: 401K CRPA Compliance SaaS Product and any Add-ons [401k CRPA]
2. Commission Amount: Payments are based on a percentage, established between 401k CRPA and the affiliate, of the customer’s first year’s subscription, subject to the Agreement and the Commission Terms.
3. Bonus Amount: Up to 10% of the first year’s subscription on non-negotiated contracts. Affiliates will be given discount coupons in the amount of 5% and 10%. Affiliates may receive at 401k CRPA’s discretion, any portion of said discounts if not otherwise used to acquire the customer.
4. Commission Terms: The Customer is a commission-qualifying Customer as specified in the Agreement. The Affiliate has received 401K CRPA’s approval that the Customer qualifies for commission. Commissions are based on the total amounts actually received by 401K CRPA for the first year of the Customer purchasing the Compliance Product, less a proportionate amount of any refunds. Commissions are paid as quickly as administratively possible but no later than 60 days after the customer’s payment has settled.

At the discretion of 401K CRPA, ten percent (10%) of the commission may be retained by for sales over $20,000. At the end of the first year with a qualified Customer, 401K CRPA will reconcile accounts, taking into account actual amounts paid, discounts, and refunds requested or issued, and will pay any additional amounts owed to Affiliate. If Affiliate owes 401K CRPA for overpayment, that amount may be paid directly or deducted from other future commissions payable to Affiliate.