Sponsorship Agreement

This Website Sponsorship Agreement (the “Agreement”) is entered into at the time of successful signup with Refersion (Aleksandr Media, LLC) by and between you (the “Sponsor”), and GoFish Cam, Inc. (the “Company),” and together hereby make up, the “Parties”.

WHEREAS, the Company is engaged in the selling of its product the GoFish Cam and brand merchandise;

WHEREAS, the Sponsor provides links to third party websites and content on the Sponsor’s website, social media, blog, hosted site, channel, etc., and;

WHEREAS, the Company wishes to engage the Sponsor for the purpose of promoting its website www.GoFishCam.com (the “Company Website”) by placing a hyperlink, creative, banner, image, video, etc. (the “Content”) on the Sponsor’s website, social media, blog, hosted site, channel, etc. on the terms and conditions set forth below;

WHEREAS, the Sponsor wishes to represent the GoFish Cam brand and product, and share the Content on the Sponsor’s website, social media, blog, hosted site, channel, etc., and agrees to do so under the terms and conditions of this Agreement; and

WHEREAS, each Party is duly authorized and capable of entering into this Agreement.

NOW THEREFORE, in consideration of the above, and the mutual promises and benefits contained herein, the Parties hereby agree as follows:

1. PURPOSE.

The Company engages the Sponsor, and the Sponsor accepts such engagement, to perform the services described in this Agreement in connection with representing the GoFish Cam brand and product, and sharing the Content on the Sponsor’s website, social media, blog, hosted site, channel, etc.  (the “Services”).

2. COMPENSATION.

In exchange for the Services, the Company shall pay the Sponsor a referral fee as set forth in Appendix A (the “Referral Fee”).

3. TERM.

This Agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with this Agreement, for a period of 12 months (the “Term”). The Agreement will renew automatically on an annual basis thereafter unless either Party provides 30 days’ written notice of its intent not to renew.

4. TERMINATION.

(a)   Types of Termination.

This Agreement may be terminated:

(b)  Responsibilities after Termination.

Following the termination of this Agreement for any reason, the Company shall promptly pay the Sponsor any outstanding Referral Fees owed to the Sponsor for Services rendered before the effective date of the termination (the “Termination Date”). The Sponsor acknowledges and agrees that no other compensation, of any nature or type, other than any outstanding Referral Fees, shall be payable hereunder following the termination of this Agreement. The Sponsor shall return to the Company, at no cost to the Company, all materials and information the Company has provided to the Sponsor in connection with this Agreement, immediately after the Termination Date.

5. RESPONSIBILITIES.

(a)   Of the Sponsor.

The Sponsor agrees to do each of the following:

(b)  Of the Company.

The Company agrees to do each of the following:

The Sponsor agrees, during the Term and [for a period of 3 years thereafter, to hold in strictest confidence and not to use, except for the benefit of the Company or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of the Company, any Confidential Information of the Company. “Confidential Information” means any of the Company’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the Sponsor by the Company either directly or indirectly. The Sponsor may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with the Company’s personnel or authorized representatives or for any other purpose the Company may hereafter authorize in writing. At the request of the Company, the Sponsor must immediately return all copies of Confidential Information received from the Company, and must immediately destroy all other Confidential Information prepared by the Sponsor, including, without limitation, any notes, reports, or other documents.

7. PARTIES’ REPRESENTATIONS AND WARRANTIES.

(a) The Parties each represent and warrant as follows:

(b)  The Sponsor hereby represents and warrants as follows:

(c)   The Company hereby represents and warrants as follows:

(a)   No Intellectual Property Infringement by Company.

The Company represents to the Sponsor and unconditionally guarantees that all text, graphics, photos, designs, trademarks, or other content comprising any (i) Content and (ii) the Company Website are owned by the Company, or that the Company has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Sponsor and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Company. The Company further represents to the Sponsor that the Content does not infringe, dilute, or otherwise violate third-party rights or trademarks.

(b)  No Intellectual Property Infringement by Sponsor. The Sponsor represents to the Company and unconditionally guarantees that all text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Sponsor’s website, social media, blog, hosted site, channel, etc. are owned by the Sponsor, or that the Sponsor has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Company and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Sponsor. The Sponsor further represents to the Company that the Sponsor’s website, social media, blog, hosted site, channel, etc.’s domain name or URL listing does not infringe, dilute, or otherwise violate third-party rights or trademarks.

(c)   Company Property Rights. All text, graphics, photos, designs, trademarks, service marks, trade names, or other content comprising the Content provided, leased, or licensed to the Sponsor with respect to the Sponsor’s performance of the Services are the sole property of the Company, and the Sponsor has no ownership or other intellectual property rights in or to such items. Without the prior written consent of the Company, the Sponsor will not use or mention the Company’s name, or publish or distribute any materials provided, leased, or licensed to the Sponsor, for any purpose not specified in this Agreement.

(d)  Sponsor Property Rights. All text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Sponsor’s website, social media, blog, hosted site, channel, etc. are the property of the Sponsor and the Company has no ownership rights or other intellectual property rights to such items.

(e)   The Company grants the Sponsor a non-exclusive, limited license to use its trademarks, service marks, and trade names only in connection with placing the Content on the Sponsor’s website, social media, blog, hosted site, channel, etc. during the Term.

9. COMPANY RIGHTS.

(a)   Right to Monitor Sponsor’s website, social media, blog, hosted site, channel, etc.. The Company has the right, but not the duty, to monitor the Sponsor’s website, social media, blog, hosted site, channel, etc.. The Company shall notify the Sponsor of any modification that the Company reasonably requests be made to the Sponsor’s website, social media, blog, hosted site, channel, etc. in connection with posting the Content. If the Sponsor fails to make such modification, the Company reserves the right to terminate the Agreement immediately on written notice.

(b)  Right to Modify, Replace Content. The Company may, in its discretion, modify, update, or replace the Content with another Content [no more than 10 times per month] Except as provided in Section 10 below,  The Sponsor will remove the then-current Content from the Sponsor’s website, social media, blog, hosted site, channel, etc. and replace such Content with the modified, updated, or replacement Content.

(c)   Right to Remove Content. The Company may, in its discretion, direct the Sponsor to remove, and the Sponsor agrees to remove at the Company’s direction, the Content from the Sponsor’s website, social media, blog, hosted site, channel, etc. at any time and for any reason.

10. Sponsor Rights.

(a)   Right to Review Content. The Sponsor has the right, but not the duty, to review the Content, and does not accept responsibility or liability for any errors or inaccuracies.

(b)  No Right to Alter Content. [Except as permitted on Appendix B hereto],  The Sponsor may not, without first obtaining the written consent of the Company, alter the Content in any manner, including, but not limited to, modification of the design, color, format, specification, or content of the Content.

11. INDEMNIFICATION.

(a)   Of Company by Sponsor. The Sponsor shall indemnify and hold harmless the Company and its officers, members, managers, employees, agents, contractors, sublicensees, Sponsors, subsidiaries, successors and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the “Claims”) that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of the Sponsor arising from or connected with the Sponsor’s carrying out of its duties under this Agreement, or (ii) the Sponsor’s breach of any of its obligations, agreements, or duties under this Agreement.

(b)  Of Sponsor by Company. The Company shall indemnify and hold harmless the Sponsor from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) its posting of the Content on the Sponsor’s website, social media, blog, hosted site, channel, etc. in connection with the carrying out of its duties under this Agreement or (ii) the Company’s breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of the Sponsor.

12. LAWS AFFECTING ELECTRONIC COMMERCE.

From time to time, governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Each Party agrees that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the other Party and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the other Party’s exercise of Internet electronic commerce.

13. LIMITATION OF LIABILITY.

The Company will not be liable for any loss of profits or any indirect, incidental, consequential, exemplary, punitive, or special damages of any kind in connection with the agreement. The Company’s liability shall not exceed the total referral fees paid or payable under the agreement.

14. DISCLAIMERS.

The Company makes no express or implied warranties or representations with respect to any of the Company’s products or services sold through the Content, including, but not limited to, warranties of merchantability or fitness. The Company makes no representations that the operation of the Company Website will be uninterrupted or error-free during the Term.

15. NATURE OF RELATIONSHIP.

The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Sponsor is and will remain an independent contractor in its relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Sponsor’s compensation hereunder. The Sponsor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party and a third party.

16. AMENDMENTS.

No amendment, change, or modification of this Agreement shall be valid unless in writing from the Company to the Sponsor. For purposes of these amendments, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

17. ASSIGNMENT.

Neither Party may, without the prior written consent of the other Party, assign, subcontract, or delegate its obligations under this Agreement, except that the Sponsor may transfer the right to receive any amounts that may be payable to it for its Services under this Agreement, which transfer will be effective only after receipt by the Company of written notice of such assignment or transfer.

18. FORCE MAJEURE.

A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:

(a)   notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and

(b)  use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.

19. NO IMPLIED WAIVER.

The failure of either Party to insist on strict performance of any obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

20. NOTICE.

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given via email.

21. GOVERNING LAW.

This Agreement shall be governed by the laws of the state of Texas. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

22. COUNTERPARTS/ELECTRONIC SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

23. SEVERABILITY.

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

24. ENTIRE AGREEMENT.

This Agreement, together with the Appendices, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

COMPANY

GoFish Cam, Inc. By: Brandon Austin Name: Brandon Austin Title: Co-Founder & CEO

 

Appendix A

1. SERVICES.

In exchange for the Referral Fee, the Sponsor will provide the following services:

(a)   Posting of Content.

(b)  Removal of Content is permitted from the Sponsor’s website, social media, blog, hosted site, channel, etc. as may be determined by the Sponsor in its discretion; provided, however, that the Sponsor shall remove the Content from the Sponsor’s website, social media, blog, hosted site, channel, etc. immediately if directed to do so by the Company.

(c)   Refer new, unique and legitimate customers (i.e., customers not previously existing to the Company) to the Company Website via the Content.

(d)  The Company and the Sponsor are not partnered in any way and the Company in no way endorses or sponsors the Sponsor’s website, social media, blog, hosted site, channel, etc..

2. REFERRAL FEE.

(a)  The Referral Fee shall be calculated by the Company in good faith at a rate of 7.5% (the “Rate”) per each valid purchase of a GoFish Cam, as determined by the Company, via the Content (each, a “Click” and, collectively, the “Clicks”) that results in a sale of the Company’s products or services.

(b)  The Company shall maintain accurate and up-to-date records in accordance with generally accepted methods of accounting for all data used to determine any Referral Fee payable to the Sponsor.

(c)   The Company shall permit the Sponsor reasonable access to the records and data used to determine the Referral Fee for purposes of inspection. Any discrepancies between the Company’s records and any Referral Fee paid to the Sponsor shall be corrected by the Company within 90 days of receiving written notification of such discrepancy from the Sponsor.

(d)  Except as provided below, any Referral Fee accrued and payable to the Sponsor shall be paid by the Company via Paypal to the “Paypal email” provided upon sign up On a monthly basis.

By signing below, the Parties agree to comply with all of the requirements contained in this Appendix A.

Dated: November 12, 2017

COMPANY

GoFish Cam, Inc. By: Brandon Austin Name: Brandon Austin Title: Co-Founder & CEO

 

Appendix B

LINK GUIDELINES

1. FORM.

The Content shall be provided to the Sponsor in the following form(s):

Text, Logo, Image, Button, Banners, etc.

2. FORMAT.

The Content shall be provided to the Sponsor in the following format(s): HTML, GIF, JPG, PNG.

3. DIMENSIONS.

There is no minimum or maximum dimensions for the link and or creative.

4. QUALITY.

(a)   The Company shall use reasonable efforts to ensure that the content of the Content is free of errors, including, but not limited to, factual, spelling, grammatical, and punctuation errors.

5. OTHER MATERIALS.

(a)    At times, the Company may provide other content materials such as videos that can be shared on Sponsor’s website, social media, blog, hosted site, channel, etc. along with their unique link or promo codes.

There is no minimum or maximum dimensions for the link and or creative.

By signing below, the Parties agree to comply with all of the requirements contained in this Appendix B.

Dated: November 12, 2017

COMPANY

GoFish Cam, Inc. By: Brandon Austin Name: Brandon Austin Title: Co-Founder & CEO