PLEASE READ THIS AFFILIATE PARTNER AGREEMENT CAREFULLY.

This is a contract between you (the “Affiliate”) and us (“Biz Rescue Solutions”). It describes how we will work together and other aspects of our business relationship.

The Affiliate Partner Agreement applies to your participation in our Affiliate Program.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we will let you know via electronic means, which may include an update in the Affiliate Dashboard or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

1. “Affiliate Dashboard” or “Referral Partner Center” means the page where you can view applicable Affiliate information and track commissions, sales, and payments.

2. “Affiliate Program” means our marketing affiliate program as described in this Agreement.

3. “Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you.

4. “Affiliate Link” means the unique tracking link you place on your site or promote through other channels.

5. “Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time, including in the Affiliate Dashboard and the Program Page.

6. "Agreement" means this Affiliate Partner Agreement and all materials referred to or linked to in here.

7. “Product/Services” means any products/services offered by Biz Rescue Solutions.

8. “Commission” means an amount described in the Program Page for each Customer Transaction.

10. “Customer” means the authorized actual user of the Biz Rescue Solutions Products who has purchased or signed up for the Biz Rescue Solutions Products after being an Affiliate Lead.

11. "Customer Data" means all information that Customer submits or collects via the Biz Rescue Solutions Products.

12. “Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.

13. "We", "us", “our”, and “Biz Rescue Solutions” means Biz Rescue Solutions LLC

14. “You” and “Affiliate” means the party, other than Biz Rescue Solutions, entering into this Agreement and participating in the Affiliate Program.

Non-Exclusivity

1. This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

Affiliate Acceptance

1. Once you submit the Affiliate application form, you will receive a confirmation email. Upon completion of the sign-up form, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. You will also be required to set up a payment account through the vendor listed on the Program Page. Failure to complete any enrollment criteria will result in your inability to receive payment for leads submitted.

2. You will comply with the terms and conditions of this Agreement at all times, including any applicable notices in the Affiliate Dashboard or that you receive via email.

Customer Transactions

1. Affiliate Program Limits. We will pay you Commission as described in the Affiliate Dashboard (or if applicable, on the Program Page) for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Link made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer’s subscription is determined by the date of the first purchase or sign up (as applicable) of the Product by the Customer and you will receive a Commission payment for that Customer Transaction only. The Affiliate will not be entitled to receive Commission on any additional purchases of Biz Rescue Solutions Products by that same Customer.

2. Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, and (ii) a Customer Transaction must have occurred. You are not eligible to receive Commission or any other compensation from us if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or Biz Rescue Solutions Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, or (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Policies that we make available to you, misuse of the Affiliate Dashboard or by any other means that we deem to breach the spirit of the Affiliate Program. In competitive situations with other affiliates, we may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion. The Commission is typically awarded to the most recent Affiliate Link referral. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.

3. Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by Biz Rescue Solutions. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase a Biz Rescue Solutions Product within one-year of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if its first click on the Affiliate Link is after this Agreement has expired or terminated.

4. Engagement with Prospects. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between Biz Rescue Solutions and an Affiliate Lead will be at Biz Rescue Solutions’s discretion.

5. Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the sign-up process); (ii) completed all steps necessary to create your account in the Affiliate Dashboard in accordance with our directions, (iii) have a valid and up-to-date payment method with our vendor, and (iv) completed any and all required tax documentation in order for the Affiliate Dashboard to process any payments that may be owed to you.

6. Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 5(a)(i-iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 5(a)(i-iv), then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.

7. Commission Payment. Payments will be completed through our payment vendor as described in the sign-up process. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to at our discretion).

8. Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

9. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Dashboard or Program Page.

Training and Support

1. We may make available to you, without charge, various webinars and other resources as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.

Proprietary Rights

1. Biz Rescue Solutions’s Proprietary Rights. No license to any products or services are granted by this Agreement. The Biz Rescue Solutions Products are protected by intellectual property laws. The Biz Rescue Solutions Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Biz Rescue Solutions Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Biz Rescue Solutions Content, or the Biz Rescue Solutions Products in whole or in part, by any means, except as expressly authorized in writing by us.

2. Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the Biz Rescue Solutions Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.

Confidentiality

1. As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) Biz Rescue Solutions customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

Opt Out and Unsubscribing

1. You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests.

Term and Termination

1. Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.

2. Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.

3. Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

4. Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

5. Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Dashboard that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

6. Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.

Affiliate Representations and Warranties

1. You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Biz Rescue Solutions with Affiliate Leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

2. You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a Biz Rescue Solutions Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Dashboard all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Biz Rescue Solutions’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase Biz Rescue Solutions Products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, iframes, or hidden frames), or offering incentives to encourage purchases or signups.

Indemnification

1. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, or (d) your use of the Affiliate Dashboard. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers; Limitations of Liability

1. Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE Biz Rescue Solutions PRODUCTS, Biz Rescue Solutions CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE DASHBOARD FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE DASHBOARD MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE Biz Rescue Solutions PRODUCTS AND AFFILIATE DASHBOARD ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE Biz Rescue Solutions PRODUCTS AND THE AFFILIATE DASHBOARD INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

2. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

3. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

4. Affiliate Dashboard. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE DASHBOARD THAT YOU USE. WE DO NOT PROMISE TO MAKE THE AFFILIATE DASHBOARD AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.

5. Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE DASHBOARD HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, Biz Rescue Solutions SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

General

1. Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Dashboard and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Dashboard have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version in the Affiliate Dashboard. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

2. Applicable Law. This Agreement shall be governed by the laws of the State of Florida, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Tampa, Florida.

3. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

4. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

5. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

6. Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Biz Rescue Solutions Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Biz Rescue Solutions Products to prohibited countries or individuals or permit use of the Biz Rescue Solutions Products by prohibited countries or individuals.

7. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

8. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To Biz Rescue Solutions: Biz Rescue Solutions LLC, 2000 S Colorado Blvd, TWR 1 STE 107, Denver CO 80222.

Attention: Legal Department

To you: your address as provided in our affiliate account information for you.

We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

9. Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Biz Rescue Solutions Products or dependent on any oral or written public comments made by us regarding future functionality or features of the Biz Rescue Solutions Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

10. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

11. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12. Program Policies. We may change the Affiliate Policies from time to time. Your participation in the Affiliate Program is subject to the Affiliate Policies, which are incorporated herein by reference.

13. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Biz Rescue Solutions Products, our trademarks, or any other property or right of ours.

14. Sales by Biz Rescue Solutions. This Agreement shall in no way limit our right to sell the Biz Rescue Solutions Products, directly or indirectly, to any current or prospective customers. 15. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

16. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.