REI BlackBook Affiliate Partner Terms of Service

Affiliate Marketing Program Terms of Service for REI Group, LLC d/b/a REI

Blackbook

This Affiliate Marketing Program Agreement (this “ Agreement ”), is entered into by

and between REI Group, LLC d/b/a REI Blackbook (“ REI Blackbook ”) and the

Individual or Entity agreeing to be bound by this agreement (“Affiliate”). By

accepting this agreement, either by checking a box indicating Affiliate’s acceptance

of this Agreement, performing some other form of assent, or by executing this

Agreement or any document that incorporates this Agreement and of which this

Agreement is a part, Affiliate agrees to the terms of this Agreement. Affiliate

represents to REI Blackbook that Affiliate has the authority to bind Affiliate to this

Agreement.

This Agreement is effective as of the date of Affiliate accepts this Agreement (the

“Effective Date”).

As used in this Agreement, "we," "us" or "REI Blackbook” means REI Group, LLC, and

"you," "your," or "Referral Partner," means Affiliate. “Website” or “Site” individually

and collectively means your website and/or e-mail communications and/or

software applications.

"Affiliate Marketing Program" means the program managed by or on behalf of REI

Blackbook by which participating Affiliates place links on their Website, share links

via email, or share links via social media that connect to the REI Blackbook website

and for which a Referral Fee (as defined below) is earned.

Eligibility and Requirements

To be eligible for the REI Blackbook Affiliate Marketing Program, you must have a

valid United States social security number or United States federal employer tax

identification number and your W9 must be attached hereto.

Referral Fees and Payment Schedule

As full compensation for your solicitation and referral of Referred Customer (as

defined below), we will pay you the referral fees as set forth on Schedule 1 attached

hereto and hereby made a part hereof (the “Referral Fees” ). Referral Fees will be

paid for a maximum of 12-months from the original date the Referred Customer

solicited services from REI Blackbook. Referred Customers must maintain an active

account with REI Blackbook and meet all payment obligations to REI Blackbook in

order for Referral Fees to be paid to Affiliate. Referral Fees will stop being paid for

any Referred Customer that cancels, suspends, terminates or defaults on agreement

with REI Blackbook. We will pay Referral Fees on or before the payment date

provided for on Schedule 1 (or next working business day).

For purposes of this Agreement, “ Referred Customer ” means a client for the

software application from REI Blackbook: (i) who is not a current customer of REI

Blackbook, and (ii) accesses REI Blackbook through the affiliate link(s) associated

with you. Referral Fees are only paid to Affiliate for the Software Application only

and will not include any amounts paid by Referred Customers for add-on services,

such as but not limited to, additional phone and email credits, additional phone

numbers, team members, email addresses or any other a la carte orders made to REI

Blackbook.

Referral Fees are paid to Affiliates through Paypal. Each Affiliate must have an active

Paypal account that is linked to their First Promoter Affiliate account. Affiliate must

have a Referral Fee balance of One Hundred dollars ($100) or above in order for

Referral Fee payment to be made to Affiliate through Paypal.

Term and Termination

The term of this Agreement (the "Term") shall commence on the Effective Date and

shall continue until this Agreement is terminated in accordance with the provisions

provided herein. You can terminate this Agreement at any time for any reason by

sending an email to support@reiblackbook.com. Alternatively, we may terminate

this Agreement at any time, with or without cause, by giving you at least fifteen (15)

days written notice of termination via email to the email address on file with us.

Non-Exclusivity

REI Blackbook shall have the right to enter into agreements similar to this

Agreement with any third party, which such third party may include any competitor

of Affiliate.

Non-Solicitation

During the Term and for a period of two (2) years after any termination of this

Agreement, Affiliate shall not directly or indirectly, on Affiliate’s own behalf or in the

service or on behalf of others, in any capacity: (a) solicit the business or patronage

of any REI Blackbook client or customer (including, but not limited to, Referrals) for

itself or for any other person or entity in competition with the Services; (b) divert,

entice, or otherwise take away from REI Blackbook the business or patronage of any

client or customer of REI Blackbook (including, but not limited to Referrals), or

attempt to do so; or © solicit or induce any customer or client of REI Blackbook

(including, but not limited to, Referrals) to terminate or reduce its relationship with

REI Blackbook.

Independent Contractor

REI Blackbook and Affiliate agree that each party shall perform its duties under this

Agreement as an independent contractor. Neither party to this Agreement is an

agent, representative or employee of the other party. Neither party will have any

right, power or authority to enter into any agreement for or on behalf of, or incur

any obligation or liability of, or otherwise bind the other party except as specifically

provided herein. This Agreement shall not be interpreted or construed to create an

association, agency, joint venture or partnership between the parties or impose any

liability attributable to such a relationship. This is a binding contract between you

and us. Upon registration for this Agreement, you indicate your willingness to be

bound by this Agreement.

Confidentiality

Affiliate shall hold REI Blackbook Proprietary or Confidential Information (as

defined below) in strict confidence. The sole purpose of any disclosure to Affiliate of

REI Blackbook’s Proprietary or Confidential Information is to allow Affiliate to

perform Affiliate’s obligations under this Agreement. Affiliate shall not make any

use of any Proprietary or Confidential Information of REI Blackbook, except for the

purposes of performing Affiliate’s obligations hereunder. Affiliate agrees not to

disclose any Proprietary or Confidential Information to any third party without REI

Blackbook’s prior written consent. REI Blackbook’s Proprietary or Confidential

Information shall remain the sole and exclusive property of REI Blackbook. The

parties hereby agree and acknowledge that in the event of use or disclosure by

Affiliate other than as specifically provided for in this Agreement, REI Blackbook

may be entitled to equitable relief and/or other relief as specified in this Agreement

or is otherwise available at law or in equity. Within ten (10) days after the

termination of this Agreement, upon request, Affiliate shall return to REI Blackbook

all Proprietary or Confidential Information of REI Blackbook (and any copies

thereof) in Affiliate’s possession or, with the express request and approval of REI

Blackbook, destroy all such Proprietary and Confidential Information as requested

and authorized pursuant to this section. For the purposes of this Agreement, the

term “Proprietary or Confidential Information” shall include, but is not limited to,

written or oral contracts, trade secrets, know-how, business methods, business

policies, memoranda, reports, records, computer retained information, source code,

operational information, technical information, business information, notes,

customer lists, or financial information. Proprietary or Confidential Information

shall not include any information which: (i) is or becomes generally known to the

public by any means other than a breach of the obligations of the party receiving

such information; (ii) was previously known to the other party receiving such

information or rightly received b the receiving party from a third party; (iii) is

independently developed by the receiving party; or (iv) is subject to disclosure

under court order or other lawful process.

Intellectual Property Rights

REI Blackbook hereby grants to you during the Term a limited, non-exclusive,

non-transferable, non-sub licensable, royalty-free and revocable right to use the

graphic images and text we are providing to you solely for the purpose of creating

links from your site to ours. You may not modify the graphic image or text, or any

other of our images, in any way, or engage in “site framing” or similar processes. You

are not allowed in any way to create your own REI Blackbook branded images. Doing

so is in violation of this Agreement, and is grounds for termination from this

program.

We reserve all of our rights in the graphic image and text, any of our trade names,

trademarks, domain names, copyrights, trade dress and any other intellectual

property rights. You agree to not use our trademark in any search engine keyword

optimization.

We may revoke your license at any time by giving you written, including email,

notice. You also agree that you shall use the Tagged Links only in order to link to our

site and to promote your ability to do pursuant to this Agreement. You agree that

you shall not present the Tagged Links or any images comprising them in

combination with any other name or mark, in connection with your own goods or

services, or in any manner that may suggest or imply that you or your goods or

services are supplied by, sponsored by or endorsed by us.

Referral Partner and its customers shall retain full ownership of all Intellectual

Property Rights in and to all customer lists, specifications, designs, formulas and

materials provided by or through Referral Partner or its customers in connection

with this Agreement. All such information and materials shall be deemed the

Confidential Information of Referral Partner, and shall not be re-used or disclosed by

REI Blackbook for its own benefit or for the benefit of any other customer or third

party. Nothing contained in this Agreement shall grant to REI Blackbook any license

under any Intellectual Property Rights of Referral Partner or Referral Partner’s

customers, express or implied, other than a non-exclusive, non-transferable and

revocable license to use the information and materials provided by Referral Partner

or Referral Partner’s customers “AS IS” for the limited purpose of providing the

services to Referral Partner or Referral Partner’s customers in accordance with the

provisions of this Agreement.

For purposes of this Agreement, “Intellectual Property Rights” means all intellectual

property rights throughout the world, registered or unregistered, whether existing

now or in the future, including without limitation: (a) all patent rights and other

rights in inventions and ornamental designs; (b) all copyrights and other rights in

works of authorship, software, mask works, databases, compilations, and collections

of information; (c) all trademarks, service marks, and other proprietary trade

designations; and (d) all rights in know-how and trade secrets.

Representations and Warranties; Limitation of Liability

Each of us hereby represents and warrants that:

● it has full power and authority to enter into this Agreement and to perform

its obligations hereunder;

● it has obtained all permits, licenses, and other governmental authorizations

and approvals required for its performance under this Agreement;

● the services to be rendered by each of us under this Agreement neither

infringe nor violate any patent, copyright, trade secret, trademark, or other

proprietary right of any third party.

REI Blackbook will remain solely responsible for the operation of REI

Blackbook websites, and you will remain solely responsible for the operation

of your site(s). Each party acknowledges that their respective sites may be

subject to temporary downtime due to causes beyond their reasonable

control subject to the specific terms of this Agreement, retains sole right and

control over the programming, content and conduct of transactions over its

respective site or service.

EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR

WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT REI BLACKBOOK

MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER

BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS

PARTICIPATION IN THIS AGREEMENT.

NEITHER REI BLACKBOOK NOR AFFILIATE WILL BE LIABLE TO THE OTHER

FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES

(INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA)

ARISING OUT OF THIS AGREEMENT.

Wind-Down of Compensation

Within ninety (90) days following termination of this Agreement, we will pay any

Referral Fees (as defined below) owed through the date of termination. Additionally,

as full satisfaction and wind-down of the compensation owed to you, we will

continue to pay any Referral Fees in respect of Referred Customers if each of the

following applies: (i) such Referred Customers were first referred to us prior to the

expiration of the term, and (ii) the Referral Fee would have been paid if this

Agreement had continued in full force and effect. If Affiliate stops promoting REI

Blackbook or begins promoting a competitor of REI Blackbook, the Agreement can

be terminated at any time by REI Blackbook and Referral Fees will only be paid for

(90) days from the termination date of the Agreement.

Promotion

REI Blackbook will make available to you a variety of graphic and textual links (the

"Tagged Links" collectively, or "Tagged Link" individually) in order to link to REI

Blackbook. You and we will cooperate in good faith to develop and implement such

Tagged Links. Each Tagged Link will permit recipients to navigate directly to a page

on the REI Blackbook website designated by us via a special tagged link format. No

Tagged Link is allowed to be placed on any page or screen that contains content that:

● advocates discrimination based on race, sex, religion, nationality, disability,

sexual orientation, or age;

● promotes violence;

● promotes or engages in illegal activities;

● violates intellectual property rights of third parties;

● contains or promotes misleading or deceptive information; or

● is otherwise in any way unlawful, harmful, threatening, defamatory, obscene,

harassing, or racially, ethnically or otherwise objectionable to us in our sole

discretion; or

● damages or has the potential to damage the REI Blackbook brand in any way.

If we discover any of your Tagged Links connected with such inappropriate content

listed above, we have the right to terminate this Agreement immediately upon

written notice to you. Further, you are not allowed in any way to send emails

including our links to others when you do not have authority to do so.

You will be responsible for integrating the Tagged Links into your site(s) to properly

enable sales tracking.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with regards

to the subject matter hereof. No other agreements, representations, or warranties

have been made by either party to the other with respect to the subject matter of

this Agreement, except as referenced in this Agreement. This Agreement may be

amended only by a written agreement signed by an authorized representative of

both parties.

Conflicting Affiliates and Disputes

In the event both you and one or more other affiliates of REI Blackbook claim credit

for a Referred Customer, REI Blackbook may decide in its sole discretion, but acting

reasonably, upon an appropriate and equitable means of resolution. Without

limiting the foregoing, REI Blackbook may award the Referred Customer to one

party or may divide referral fees between you and another party. The decision of

REI Blackbook will be final and binding on all parties. Under no circumstances will

REI Blackbook be obligated to pay in the aggregate an amount that exceeds the total

referral fees that would have been due to any single referral partner. REI Blackbook

and Affiliate agree to make a good-faith effort to resolve any disagreement arising

out of, or in connection with, this Agreement through negotiation.

Reports and Audit

We shall prepare and maintain complete and accurate written records, in

accordance with generally accepted accounting principles (GAAP) and consistent

with past practices, substantiating all amounts paid and payable to you under this

Agreement. We shall retain such records and all supporting documentation for at

least five (5) years following the date of invoice, and shall provide copies to you

upon request. We shall cooperate in promptly resolving any good faith fee disputes,

including escalation as necessary to personnel with decision-making authority.

You can track your Referral Fees by logging into our First Promoter Affiliate account

within the referral partner area (you are provided access upon the start of this

Agreement).

We shall provide each of you and your representatives with reasonable on-site

access to review and make copies of the fee records substantiating the amounts paid

and payable under this Agreement. In the event of any underpayment, we promptly

shall pay to you the underpayment.

Fulfillment and Policy

REI Blackbook will be solely responsible for fulfilling all orders for its products and

subscriptions, including payment processing, and customers who make purchases

through the Affiliate Marketing Program will be deemed customers of REI

Blackbook. Accordingly, all rules, policies, operating procedures and information

concerning customer orders and sales will apply to those customers, including our

rules of privacy and confidentiality. We may change our policies and operating

procedures at any time, without notice.

Indemnification

We agree to indemnify, defend and hold harmless you and your affiliates, directors,

officers, employees and agents, from and against any and all liability, claims, losses,

damages, injuries or expenses (including reasonable attorney's fees) relating to the

operation of our site, a breach of our obligations under this Agreement, or the

violation of any third party intellectual property rights of editorial content or other

materials provided by us for display on your site.

You agree to indemnify, defend and hold harmless us and our affiliates, directors,

officers, employees and agents, from and against any and all liability, claims, losses,

damages, injuries or expenses (including reasonable attorney's fees) relating to the

operation of your site, a breach of your obligations under this Agreement, or the

violation of any third party intellectual property rights of editorial content or other

materials of your site.

General Provisions

Except as set forth herein, we make no express or implied warranties or

representations with respect to the Affiliate Marketing Program or any products or

subscriptions sold through the Affiliate Marketing Program including, without

limitation, warranties of fitness, merchantability, non-infringement or any implied

warranties arising out of a course of performance, dealing or trade usage. In

addition, we make no representation that the operation of our site or the links or

Tagged Links will be uninterrupted or error-free, or will not be re-routed or “black

holed”. As a result, we might temporarily be unable to capture information regarding

Tagged Links. We will not be liable for the consequences of any such interruptions or

errors. This Affiliate Marketing Program is intended for commercial use only. BY

JOINING AND PARTICIPATING IN THIS AFFILIATE MARKETING PROGRAM, YOU

ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF

ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME

(DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS OR MAINTAIN

AFFILIATES ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS

AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH

YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF

PARTICIPATING IN THE AFFILIATE MARKETING PROGRAM AND ARE NOT RELYING

ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET

FORTH IN THIS AGREEMENT.

In its performance of this Agreement and in the operation of each party's respective

Websites, you and we each will comply with all applicable laws, regulations, orders

and other requirements, now or hereafter in effect, of governmental authorities

having jurisdiction. Without limiting the generality of the foregoing, you and we

each will pay, collect and remit such taxes as may be imposed with respect to any

compensation, royalties or transactions under this Agreement.

Neither you nor we will be considered to be in breach of or in default under this

Agreement on account of any delay or failure to perform as a result of any causes or

conditions that are beyond our respective reasonable control. If any force majeure

event occurs, the affected party will give prompt written notice to the other and will

use commercially reasonable efforts to minimize the impact of the event.

This Agreement has been made in and shall be construed and enforced in

accordance with the laws of the State of Nevada without reference to rules

governing choice of laws. Any action arising hereunder will be brought in the federal

or state courts, located in Nevada and you irrevocably consent to the jurisdiction of

such courts.

Any notices under this agreement will be given in writing. Notices may be given by

electronic mail and will be deemed delivered and given for all purposes on the sent

date. Notices to REI Blackbook should be sent to: REI Blackbook 16216 Baxter Rd.,

Suite 110, Chesterfield, MO 63017.

Neither party may assign this Agreement without the prior written consent of the

other party.

Sections titled “Wind-Down of Compensation” “General Provisions” and any other

provisions of this Agreement which by their terms or nature are intended to extend

beyond the expiration or termination hereof, will survive expiration or termination

for any reason, and will be binding on and inure to the benefit of the parties, their

successors and permitted assigns.

The failure of either you or us to enforce any provision of this Agreement will not

constitute a waiver of the right to subsequently enforce the provision. Any remedies

specified in this Agreement are in addition to any other remedies that may be

available at law or in equity.

This Agreement represents the entire Agreement between you and us with respect

to the subject matter hereof and supersedes any other oral or written agreements

regarding such subject matter, and may be amended or modified only by a written

instrument signed by a duly authorized agent of each party.

If any provision of this Agreement will be declared by any court of competent

jurisdiction to be illegal, void or unenforceable, all other provisions of this

Agreement will not be affected and will remain in full force and effect.