QuadriSpace Referral Program

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Referral Program Introduction

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QuadriSpace Referral Agreement

Referral Program Agreement

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QUADRISPACE CORPORATION AFFILIATE AGREEMENT

This Affiliate Agreement (the “Agreement”) is a legal agreement between QuadriSpace Corporation, a Texas corporation (the “Company”), and you as a participant (the “Affiliate”) in the QuadriSpace Affiliate Program (the “Program”). In order to be an Affiliate, you must comply with all terms and conditions contained in this Agreement. Please read this Agreement carefully before registering and participating in the Program. Please note that throughout this Agreement, “we,” “us” and “our” shall mean the Company and “you,” “your” and “yours” shall mean the Affiliate.

IF YOU CLICK ON THE “ACCEPT” ANSWER, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.

1. GRANT OF LICENSE. We have developed a suite of software products for creating communication and documentation deliverables from 3D models (the “Product”). As an Affiliate, we grant to you a limited, non-exclusive, non-transferable right to (a) access our site through HTML links provided by us and (b) solely in connection with such links, use our logos, trade names, trademarks and similar identifying material (collectively, the “Licensed Materials”) that we provide to you for such purpose. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that you are an Affiliate in good standing in the Program. During the term of this Agreement, you grant to us a non-exclusive, non-transferable right to utilize your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of our rights under this Agreement. However, we are under no obligation to so advertise, market, promote, or publicize.

2. REFERRAL FEE. We shall pay you a referral fee of ten percent (10%) of the net sales resulting from the link (the “Referral Fee”) if a Qualifying Link Sale occurs during a Session. Company will decide if there has been a Qualifying Link Sale in Company’s sole discretion. Company reserves the right to change the Referral Fee at any time. All changes in the Referral Fee may be posted on the web site owned by Company.

3. NON-QUALIFYING LINK SALES. The sale of the Product is a Non-Qualifying Link Sale if (a) the sale of the Product is subsequently canceled, (b) the purchase price for the Product is not paid in full, (c) the Product is returned or (d) the sale was a fraudulent transaction.

4. QUARTERLY PAYMENTS. The Referral Fee, if due, will be paid quarterly Approximately forty-five (45) days after the end of each calendar quarter, we will send you a check for any Referral Fee earned during the previous calendar quarter. If the Referral Fee is less than $100.00, we will hold the Referral Fee until the total Referral Fee due is at least $100.00 or until this Agreement is terminated. If any Referral Fee is paid on a Non-Qualifying Link Sale, the amount of the Referral Fee paid on such Non-Qualifying Link Sale may be deducted from subsequent payments of the Referral Fee. If there are insufficient Referral Fee payments to recoup the Referral Fee paid on the Non-Qualifying Link Sale, we will bill you for the amount of the Referral Fee paid on Non-Qualifying Link Sales and you are responsible for paying us such amount.

5. MODIFICATION. We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. You will be notified by email and a change notice will be posted on our web site. Modifications may include, but are not limited to, changes in the scope of the Referral Fee, payment procedures and the Program. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY OPTION IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE POSTING OF THE CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL INDICATE YOUR AGREEMENT TO THE CHANGES.

6. REVIEW. Although we have no obligation to review your web site and/or links, we may review your web site and/or any links for suitability of content. No obscene language, sexually oriented material, harmful or offensive material may be used on your web site. We reserve the right to terminate your participation in the Program if we determine that your web site and/or link is unsuitable.

7. REPRESENTATIONS AND DISCLAIMERS.

(a) You represent and agree that your conduct conforms and will conform to all applicable laws and regulations and that you do not and will not violate the rights of any third parties, including but not limited to, all intellectual property rights.

(b) You shall notify us immediately of any known or suspected unauthorized use of our web site. Any fraudulent, abusive, or otherwise illegal activity shall be grounds for immediate termination of this Agreement by us and referral of the matter to the appropriate law enforcement agency.

8. SUBMISSIONS. If Affiliate or anyone else sends us creative suggestions, ideas, notes, drawings, concepts or other information ("Information"), the Information will be deemed and remain the property of Company. None of the Information shall be subject to any obligation of confidentiality on the part of Company and Company shall not be liable or owe any compensation for any use or disclosure of the Information.

9. CONFIDENTIALITY. You acknowledge that in the course of using the Service you may obtain information relating to the Service and Company. Such information shall belong solely to Distributor. You agree not to use or disclose any such information.

10. INDEMNITY. You agree to indemnify and hold harmless the Company and our employees, representatives, agents and corporate affiliates, against any and all claims, suits, actions, or other proceedings brought against the Company based on or arising from any claim (a) that our use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property right of any third party, or (b) resulting from your breach of this Agreement. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by the Company in connection with or arising from any such claim, suit, action, or proceeding.

11. LIMITATION OF LIABILITY. WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL THE COMPANY’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AGGREGATE DOLLAR AMOUNT FOR REFERRAL FEE ACTUALLY PAID TO YOU UNDER THIS AGREEMENT.

12. ASSIGNMENT. We may assign this Agreement at any time. You shall not have the right to assign this Agreement without our prior written consent.

13. TERMINATION. This Agreement may be terminated for convenience by either party by providing fifteen (15) days written or electronic notice to the other party. If during the term of this Agreement, we discover that any of your actions violates the laws of Texas, any other entity in the United States, or the United States government, we shall terminate this Agreement immediately and any and all outstanding moneys owed to us by you shall become due and payable immediately.

14. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

15. WAIVER OF CONTRACTUAL RIGHT. Our failure to enforce any provision of this Agreement shall not be construed as a waiver or limitation of our right to subsequently enforce and compel strict compliance with every provision of this Agreement.

16. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Texas without regard to conflict of laws principles. Any legal action relating to this Agreement must be brought in the federal or state courts located in Dallas County, Texas.