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Acelloria Partner Agreement

This Agreement is entered into between Acelloria Corporation (“the Company”) and a third party reseller (“the Affiliate”).

1. Affiliate. Subject to the terms and conditions of this Agreement, the Company hereby engages the Affiliate as an independent contractor to perform the services set forth herein, and the Affiliate hereby accepts such engagement.

2. Duties, Term, and Compensation. The Affiliate’s duties, term of engagement, compensation and provisions for payment thereof shall be as set forth in the estimate previously provided to the Affiliate by the Company and which is attached as Exhibit A, which may be amended in writing from time to time, or supplemented with subsequent estimates for services to be rendered by the Affiliate and agreed to by the Company, and which collectively are hereby incorporated by reference.

3. Expenses. During the term of this Agreement, the Affiliate will cover its expenses, including marketing costs, communication costs, and all other promotional materials.

4. Confidentiality. The Affiliate acknowledges that during the engagement [he or she] will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The Affiliate agrees that [he or she] will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Affiliate or otherwise coming into [his or her] possession, shall remain the exclusive property of the Company. The Affiliate shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Affiliate shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in [his or her] possession or under [his or her] control. The Affiliate further agrees that [he or she] will not disclose [his or her] retention as an independent contractor or the terms of this Agreement to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of [his or her] relationship to the Company and of the services hereunder.

5. Conflicts of Interest; Non-hire Provision. The Affiliate represents that [he or she] is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Affiliate and any third party. Further, the Affiliate, in rendering [his or her] duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which [he or she] does not have a proprietary interest. During the term of this agreement, the Affiliate shall devote as much of [his or her] productive time, energy and abilities to the performance of [his or her] duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Affiliate is expressly free to perform services for other parties while performing services for the Company. For a period of six months following any termination, the Affiliate shall not, directly or indirectly hire, solicit, or encourage to leave the Company’s employment, any employee, consultant, or contractor of the Company or hire any such employee, consultant, or contractor who has left the Company’s employment or contractual engagement within one year of such employment or engagement.

6. Right to Injunction. The parties hereto acknowledge that the services to be rendered by the Affiliate under this Agreement and the rights and privileges granted to the Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Affiliate of any of the provisions of this Agreement will cause the Company irreparable injury and damage. The Affiliate expressly agrees that the Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Affiliate. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the Company may have for damages or otherwise. The various rights and remedies of the Company under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.

7. Merger. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.

8. Termination. The Company may terminate this Agreement at any time by 10 working days’ written notice to the Affiliate, if Affiliate is in violation of the terms set forth in this Agreement. In addition, if the Affiliate is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Affiliate immediately and without prior written notice to the Affiliate. Should the Affiliate cease to engage in selling the services rendered pursuant to this Agreement or violate the terms of this Agreement in any way, no commissions or payments will be owed for charges occurring after the termination date of this Agreement. Upon termination of this agreement for any reason, the Company reserves the right to solicit the Affiliate's clients or prospects directly, to sell them services offered by the Company. Affiliate fully acknowledges that the Company has the full right and authorization to contact any prospects or clients of the Affiliate, for any reason.

9. Independent Contractor. This Agreement shall not render the Affiliate an employee, partner, agent of, or joint venture with the Company for any for withholding taxes with respect to the Affiliate’s compensation hereunder. The Affiliate 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.

10. Insurance. The Affiliate should carry liability insurance at this time and will be responsible for any claims by clients of the Affiliate, pertaining to the service offered by the Company or any account with the Company.

11. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

12. Choice of Law. The laws of the province of Ontario shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

13. Arbitration. The parties hereby agree that any and all disputes or claims arising under this Agreement shall be adjudicated within the Superior Court of Justice in Toronto, and shall be governed by the applicable laws of the province of Ontario. In the event either party institutes any action or proceeding against the other, other than in the Superior Court of Justice in Toronto, on motion to dismiss, or transfer the action or proceeding to the Superior Court of Justice in Toronto, the successful party shall be awarded its reasonable costs and attorney's fees in connection with such jurisdictional and/or venue challenge.

14. Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

15. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

16. Assignment. The Affiliate shall not assign any of [his or her] rights under this Agreement, or delegate the performance of any of [his or her] duties hereunder, without the prior written consent of the Company.

17. Exclusivity. The Affiliate agrees to engage in services with the Company on an exclusive basis. Affiliate agrees to not outsource services that Company can provide to the Affiliate or the clients of the Affiliate, to any other firm besides the Company, for the duration of this agreement.

18. Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in Canadian mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in Canadian mail addressed to the party to whom such notice, demand or other communication is to be given as follows: 36 Giorgia Crescent, Ontario, Canada, L6A 4R3. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

19. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

20. Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

21. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

22. Limitation of Liability. The Company and Affiliate is only responsible for their own liabilities. The Company is not liable for any wrong-doings, malpractice, misuse of information, loss of assets, poor customer service. The Company makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labour conditions and power failures. The parties agree that this is a continuing indemnity which shall remain in full force until it is terminated

23. Representation. Affiliate agrees to accurately and honestly represent the Company and the services it provides. Affiliate agrees that any deliberate or blatant misrepresentation of the Company is grounds for immediate termination. Affiliate agrees to sell all services to prospective clients using the standard terms of service offered by the Company, present at this URL: www.acelloria.com/terms-of-service

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures and/or accepting these terms by pressing the ‘I Agree’ button or signing this Agreement shall be as effective as if originals.

SCHEDULE A

DUTIES, TERM, PAYMENTS, CANCELLATION FEES, COMMITMENT AND COMPENSATION

DUTIES: The Affiliate will be selling services offered by the Company, as a “White Label Reseller.” The Affiliate will purchase the Company’s product and services at a wholesale discounted rate and will resell these products and services to interested clients acquired by the Partner’s own means. Both arrangements are defined here. [He or she] will report directly to Account Manager and to any other party designated by Account Manager in connection with the performance of the duties under this Agreement and shall fulfill any other duties reasonably requested by the Company and agreed to by the Affiliate. The affiliate will be selling services offered by the Company, either on a “white label reseller” basis.

White Label Reseller

Reseller will purchase service(s) from Acelloria at a wholesale (discounted) rate and in turn sell those services to direct clients, who do not communicate with Acelloria. Affiliate will sell services offered by the Company to prospective clients, representing that the Affiliate is a consultant of the Company. The Affiliate will engage customers to sign up for the Company's services.

TERM: This engagement shall commence upon execution of this Agreement and shall continue in full force unless or until terminated by either party.

PAYMENT: The Company requires a full payment for each service, including technological and marketing services, to be made by credit card, or wire transfer directly into the Company’s account, before the commencement of any service, or for a payment covering the first two months of service to be deposited into the Company’s account. For Content Delivery Network and Premium Cloud Hosting services, the Affiliate has an option of making a deposit covering only the first month or to leave their credit card credentials on file for automatic monthly payments. All setup fees must be paid in full at the beginning of account activation.

COMPENSATION: As full compensation for the services rendered pursuant to this Agreement, the Affiliate agrees to make all payments in a timely manner to the Company, for services that the Company is rendering to clients of the Affiliate. If Affiliate fails to make payments for service (or if the Affiliate's client(s) fails to make payments for services rendered) the Company reserves the right to immediately end service on client's account, in accordance with the terms of service present on this URL: www.acelloria.com/terms-of-service. All purchases of Pay-per-click marketing require direct deposit into bank account prior to initializing resell; credit card payments for this service is not accepted.

CANCELLATION FEES: A client may cancel their campaign within the first 72 hours of its electronic submission with their cancellation request. Full refund will be issued back to the original credit card of the customer within the first 72 hours. Client's cancellation request must clearly state contact name, name of authorized person on the account, and website address registered for the Campaign. If an Affiliate’s client notifies the Affiliate of a termination of contract after receiving services, a cancellation fee (penalty) equal to the discounted amount multiplied by the number of months the client was on the contract, will apply. E.g. A client’s contract is for the amount of $300 after a $200 discount amount was applied, after 6 months the client decides to terminate the contract, hence a $1,200 ($200 x 6 months) cancellation fee will apply. When a client cancels a contract, a setup fee is non-refundable. The company’s billing cycle begins at the beginning of every month. All automatic credit card payments are made before the 5th of every month. If a client surpasses their usage by more than 25% of monthly bill, the Company will request an additional deposit on the updated monthly cost. This deposit will be due two (2) days after the Company requests the new deposit or the Company will suggest to process payment weekly through automated payments.

COMMITMENT: Upon activation of the Affiliate’s account, the Affiliate has three (3) months to be a reseller without any commitment. On the fourth month, the Affiliate must purchase from the Company minimum of $1000 of services per month for their own clients in order to maintain a partnership with the Company. If the Affiliate fails to achieve such a number in sales, the personal discount on services purchased for their own marketing tactics could be void of discounts and will switch to retail pricing.

**Agreement Executed Upon Submission of Online Form by Prospective Affiliate/Reseller



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