Shopitag Referral Agreement
REFERRAL AGREEMENT



This Referral Agreement is made and entered into on ………………………………… ("the Effective Date") by and between:


INFINITY MOBILE


INFINITY MOBILE NV, company registration BE0640.980.849, a company duly incorporated under the laws of Belgium, having its principal place of business at Hoogstraat 29, 9850 Deinze.

(hereafter referred to as the "Company")

AND PARTNER

Partner: ………………………………………. or any of his appointed companies ("Partner"), company registration …………………………………. a company duly incorporated under the laws of ……………………, having its principal place of business at ……………………………………………………………………….

(hereafter referred to as "Referral Partner")

The Company and Referral Partner may individually be referred to as a "Party" and jointly as the "Parties".



PREAMBLE
Whereas the Company has created and developed an online platform named "Shopitag", with purpose to facilitate "setting up smart online pop-up/web shops" for small business owners. The online platform constitutes a backend where merchants can manage webshops, products and prices, an App (IOS/Android) that can be used to publish social media posts and that generates an online shop, and an online widget that can be inserted into any site or social media channel (including but not limited to Facebook, Messenger, Youtube, …).

Whereas the Referral Partner has an extensive network of clients to whom Referral Partner can promote and demonstrate Shopitag and the Company's services pertaining thereto through a Demo.

Whereas the Referral Partner is interested to introduce Shopitag.

Whereas, the Parties would like to formalise the terms and conditions of their commercial relationship in the present agreement.

NOW, THEREFORE, in consideration of the mutual agreement and covenants contained herein, it is mutually agreed between the Parties as follows:



ARTICLE 1 – DEFINITIONS
When used in this Agreement with a capital letter:

1.1. "Agreement" shall mean this agreement, together with all Annex(es) attached hereto or referenced herein, as executed by and between the Company and the Referral Partner;

1.2. "Annex" shall mean an Annex to this Agreement;

1.3. "Company Marks" shall mean Company's trademarks, service marks, logos, and trade names, whether registered or not and all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world;

1.4. "Demo" means a demo of the Shopitag Solution, which is provided by the Company to the Referral Partner for the purpose of giving demonstrations to Prospects;

1.5. "Demo Account" means the (administrative) account prefilled with data for the purpose of using the Demo;

1.6. "Intellectual Property Rights" means any and all now known or hereafter existing

(a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights;

(b) trademark or service mark rights;

(c) trade secret rights;

(d) patents, patent rights, know-ho and industrial property rights;

(e) layout design rights, design rights, database sui generis right, topographic right and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; whether registered or not and

(f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world;

1.7. "Prospect" means a potential client who wants to acquire the use of Shopitag;

1.8. "Prospect Lead Form" means the prospect lead form format annexed to this Agreement as Annex 1;

1.9. "Shopitag Services" means the services pertaining to the Shopitag Solution provided and performed by the Company;

1.10. "Shopitag Solution" has the meaning set forth in the preamble and is licensed under the terms and conditions of this Agreement;

1.11. "Software" means the software (in both source and object code form) and the software programs and any associated user interfaces and related technology that Company makes available through its Shopitag Solution and which relates to the Company's services. Software shall include all modules, applications, routines and sub routines thereof and all source and other preparatory materials relating thereto, including user requirements, functional specifications and programming specifications, ideas, principles, algorithms, flow charts, logic, logic diagrams, file structures, coding sheets, coding and including any relevant manuals or other documentation and computer generated works and any other written, pictorial or graphic materials;

1.12. "Subscriber" shall mean the end-user which is a natural person, company or legal entity who has been granted a (Trial) Account by the Company;

1.13. "Trial Account" or "Freemium Account" shall mean an account, prefilled with data for the purpose of giving the Subscriber a trial for testing purposes on the Shopitag Solution and the Company's services pertaining thereto.
ARTICLE 2 – LICENSE AND LIMITATIONS
2.1. Appointment. Company hereby appoints Referral Partner, and Referral Partner hereby accepts the appointment, as Company's non-exclusive referrer of Prospects to the Company interested in the Shopitag Solution.

2.2. License Grant. During the term of this Agreement and subject to the terms and conditions herein only, Company grants Referral Partner a royalty-free, personal, limited, non-exclusive, non-transferable, non-assignable, revocable license to promote and demonstrate to Prospects the Shopitag Solution, as integrated in the Demo, and the Company's services pertaining thereto. Referral Partner is not allowed to sub-license its rights and obligations under this Agreement.

2.3. Referral Partner shall - during the term of this Agreement and subject to the terms and conditions herein – be given access to the Shopitag platform. It has been expressly agreed between the Parties that Referral Partner shall only use the Shopitag platform and the Demo Account for promoting and demonstrating the Shopitag Solution and the Company's services pertaining thereto.

2.4. License to Marks. Referral Partner shall be obliged to use the Company Marks for the promotion of the Solution and the Company's services pertaining thereto under this Agreement and in the manner set forth in the (style) guidelines provided by the Company from time to time and subject to and consistent with the terms and conditions of this Agreement. For this purpose and during the term of this Agreement, Referral Partner is granted a royalty-free, personal, limited, non-exclusive, non-transferable, non-assignable license, without the right to sublicense, to use Company Marks in connection with any advertising, marketing, technical or other materials related to the marketing (meaning promoting) of the Demo as per the term of this Agreement. The Company Marks remain the exclusive property of the Company. Referral Partner will take no action that may jeopardize the Company's proprietary rights in the Company Marks nor shall Referral Partner apply for or obtain registration for any Company Marks, or other marks that are similar or likely to cause confusion with the Company Marks. Referral Partner acknowledges Company's ownership of and title to all rights in its Company Marks and the goodwill attached to the Company Marks. Referral Partner shall follow Company's instructions relating to the Company Marks in unaltered form.

2.5. Modifications, upgrades or new versions. The Company retains the right, in its sole appreciation, to upgrade, modify or release a new version of the Shopitag Solution from time to time.
ARTICLE 3 – THE DEMO, OBLIGATIONS OF REFERRAL PARTNER
3.1. General Obligations. Referral Partner shall at all times during this Agreement use best efforts to promote the Shopitag Solution and the Company's services pertaining thereto through the Demo.

3.2. Acceptance of Prospect. If a Prospect is interested in purchasing/engaging Shopitag Solution, Referral Partner shall refer the Prospect to the Company by submitting a Prospect Lead Form to the Company.

3.3. Save as expressly provided in this Article 3, all other conditions, warranties, terms, undertakings and representations of any kind whatsoever, express or implied, whether by statute, common law or otherwise, in respect of the Demo, the Shopitag Solution, the (Prototype) Software or the Company's services pertaining thereto are hereby excluded by the Company to the fullest extent permitted by law and the Company shall have no other obligation, duty or liability whatsoever in contract, tort, statute or otherwise to the Prospect or Subscriber.

3.4. Representations. Referral Partner shall not, under any circumstances, make any representations or warranties to any Prospect, Subscriber or other person or entity in the name and/or on behalf of the Company. Referral Partner shall not make any false or misleading representations to Prospects, Subscribers or others regarding the Company, the Shopitag Solution and/or the Software and shall conduct its operations in such a manner that the name and reputation of the Company shall not suffer thereby.

3.5. Compliance with laws. Referral Partner shall comply with all applicable laws and regulations. Referral Partner shall to the extent possible further ensure that the Subscribers comply with all applicable laws and regulations.

3.6. Referral Partner shall at all times refrain from engaging in any illegal, unfair or deceptive trade practices or unethical business practices whatsoever with respect to the Solution and or the Demo.
ARTICLE 4 – OBLIGATIONS OF THE COMPANY
4.1. At a minimum, Company shall use reasonable efforts to assist Referral Partner in executing this Agreement.


4.2. Support. The Company shall use best efforts to assist Referral Partner in using the Demo and to resolve any problems Referral Partner may have in connection with such use.
ARTICLE 5 – CONFIDENTIALITY
5.1. Each Party agrees that it will treat the terms of this Agreement as confidential and will not disclose the terms of the Agreement to any third parties other than: (i) each Party's counsel, accountants, tax advisors or financial advisors to the extent necessary to secure their services; or (ii) as may be required by laws.
ARTICLE 6 – LEAD PASSING
6.1. Acceptance of Prospect Lead. On the identification of a Prospect, Referral Partner shall submit a Prospect Lead Form to Company. This Prospect Lead Form shall be either approved or rejected by Company, in its sole discretion, within fifteen (15) calendar days of receipt of the Prospect Lead Form. In the event of the Company rejecting the Prospect Lead Form, the Company shall indicate the reasons for rejection and Referral Partner shall not promote the Company's Services to such Prospect. The Company shall not unreasonably withhold its consent with the Prospect Lead Form.

6.2. A Lead shall be considered as being referred by Referral Partner under the provisions of this Article and therefore Referral Partner may be eligible for a Referral Fee as set forth in Article 7 and Annex 2, if Referral Partner reasonably demonstrates to Company that Referral Partner: (i) has obtained from the Prospect a genuine and immediate expression of interest in purchasing the Company's Services; and (ii) has established or maintained significant lines of communication with the relevant officer within the Prospect (the relevant officer being the person who would normally consider and make decisions in respect of the purchase of Infinity Mobile Services) in relation to the Prospect's interest in engaging/purchasing the Infinity Mobile Services; and (iii) has communicated to the Company the coordinates of the Prospect.

6.3. The following shall not be deemed to be referred by Referral Partner pursuant to this Agreement and therefore Referral Partner shall not be eligible for a Referral Fee in respect of: (i) any Prospect with whom representatives of Company or its affiliates have already initiated discussions in relation to the sale of any Infinity Mobile Services to that Prospect prior to any communication with Referral Partner; and (ii) any Prospect which is already a Subscriber in respect of any Infinity Mobile Services.

6.4. For the avoidance of doubt, the Referral Partner may be entitled to a Referral Fee only in respect of the specific division, region, segment or business area of the Prospect with whom a relationship exists as per the criteria listed above under Article 6.3 (i) through (iii).

6.5. In the event the Parties do not agree on whether Referral Partner is eligible for a Referral Fee pursuant to the terms of this Agreement, the Parties shall attempt to amicably resolve the dispute, acting reasonably and in good faith.

6.6. Save as expressly provided in this Article 6, all other conditions, warranties, terms, undertakings and representations of any kind whatsoever, express or implied, whether by statute, common law or otherwise, in respect of the Infinity Mobile Services are hereby excluded by the Company to the fullest extent permitted by law and the Company shall have no other obligation, duty or liability whatsoever in contract, tort, statute or otherwise to the Subscriber.

6.7. As far as applicable and without prejudice to the other provisions in the present Article 6, the rights and obligations of a Referral Partner as set forth in the different clauses of this Agreement, shall also be applicable in case of leadpassing.
ARTICLE 7 – REFERRAL FEE
7.1. In accordance with Article 6.3 and upon receipt by the Company of the Prospect's and/or Subscriber's payment for the purchased Infinity Mobile Services, the Referral Partner, who passed to the Company a Prospect, is entitled to receiving a Referral Fee as set forth in Annex 2 of the present Agreement.
ARTICLE 8 – INTELLECTUAL PROPERTY
8.1. The Company exclusively owns and retains all right, title, interest in and to, and ownership of all Intellectual Property Rights in or pertaining to, the Solution, the Software, the Demo and all the documentation and materials pertaining or relating thereto (including any copies and portions thereof), whether in machine readable or printed form, including, without limitation: (i) all modifications to, and derivative works, compilations or collective works of, the Software and the Shopitag Solution and the documentation; (ii) all related technical know-how and all rights (including but not limited to Intellectual Property Rights) therein. Referral Partner agrees to be bound by and observe the proprietary nature of the Solution and documentation pertaining thereto.

Referral Partner may not copy, duplicate, reverse engineer, reverse compile, disassemble, record or otherwise reproduce Company's Services and documentation or any part of them except as expressly provided in this Agreement.
ARTICLE 9 - TERM AND TERMINATION
9.1. This Agreement is effective from the Effective Date and shall remain in effect for an undetermined period, and for at least a period of 12 months.

9.2. The Agreement can be terminated by either Party by giving a written notice, sent by registered mail, at least three (3) months in advance.

9.3. Without prejudice to any other rights or remedies which either Party may have against the other for the breach or non-performance of any of the terms of this Agreement, the whole or any part of this Agreement may be terminated by either Party forthwith on notice in writing to the other Party:

(i) if the other Party commits a material breach of this Agreement which either cannot be remedied or is not remedied within fifteen (15) days after a detailed written notice requiring that it be remedied; or

(ii) if the other Party enters into liquidation, receivership, bankruptcy or other insolvency procedure, whether compulsorily or voluntarily, or the Party is unable to pay its debts within the meaning of the applicable laws of the jurisdiction other than for the purposes of reconstruction or amalgamation; (iii) if the confidential nature of this Agreement is breached.

9.4. Upon expiration or termination of this Agreement:

(i) the rights and licenses and referral fees granted to Referral Partner (including, but not limited to the license to use the Company Marks) under this Agreement shall terminate immediately unless expressly stipulated otherwise in this Agreement;

(ii) Referral Partner shall immediately refrain from using, advertising or displaying any trademark, trade name, logo or designation or any part thereof which is similar to or likely to cause confusion with the Company Marks.

(iii) Referral Partner shall immediately cease all use of the Demo, Demo Account and the promotion thereof, and holding itself out as Company's representative or partner;

(iv) Referral Partner shall immediately return to the Company any marketing or promotional materials and/or documentation supplied by the Company which are in Referral Partner's possession or under its control. Each party shall certify in writing to the other party its compliance with the foregoing;
ARTICLE 10 – INDEMNITIES AND LIABILITIES
10.1. Disclaimer. Except as otherwise provided in this Agreement, Infinity Mobile makes no warranties, whether express, implied, or statutory regarding or relating to the Services. Specifically, Infinity Mobile does not warrant that the Shopitag Solution and Infinity Mobile Services will be error free or will perform in an uninterrupted manner. To the greatest extent allowed by law, Infinity Mobile specifically disclaims all implied warranties of merchantability, fitness for a particular purpose (even if Infinity Mobile had been informed of such purpose) with respect to the same. The Referral Partner must inform Infinity Mobile in writing of each non-correspondence of the Services within sixty (60) days after the delivery of the Infinity Mobile Services. Infinity Mobile expressly disclaims any liability for any defects which result directly or indirectly from any use of the Services by the Company in a manner not consistent with the terms agreed upon between the parties. The Referral partner's exclusive remedy for damage or loss arising from breach of the above warranties shall be, at Infinity Mobile's option and at no cost to the Referral Partner, to either adjust the Solution and Services, or to provide a solution, in order to address the error in a manner that provides the Company with reasonably equivalent functionality.

10.2. Referral Partner's Indemnification. Referral Partner shall indemnify, defend and hold harmless the Company, its officers, directors and employees (collectively, the "Company's Indemnitees") at Referral Partner's expense, against any claims, liabilities damages, costs, expenses, third Party claims, to the extent arising from: (1) any actions of Referral Partner or (2) any misrepresentations by Referral Partner.

10.3. Limitation of Company's Liability. To the maximum extent permitted under applicable law, Company excludes its liability for special, incidental, consequential, indirect, direct, exemplary, punitive and other similar damage in any arising out of or related to this Agreement, including but not limited to loss of profits or revenue, loss, anticipated savings, opportunity loss, loss of goodwill, loss of the use of the Demo, loss of data, costs of recreating lost data, Referral Partner's investments, other economic loss or reputational damage, even if Company has been advised of the possibility of such damage arising.
ARTICLE 11 – MISCELLANEOUS
11.1. Governing law and dispute resolution. This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of Belgium, without giving effect to any law that would result in the application of the law of another jurisdiction. Any dispute arising out of or in connection with this Agreement that shall not be amicably settled by the parties through good faith negotiations within three (3) months after notification in writing by any of the parties, shall fall under the exclusive jurisdiction of the Courts of Ghent.

11.2. Assignment. Referral Partner may not assign this Agreement or any rights or obligations hereunder, by either operation of law or otherwise.

11.3. Non-exclusivity. No provision of this Agreement shall be interpreted as preventing, restricting or otherwise interfering with the ability of the Company to directly or indirectly market, promote, distribute, license or otherwise exploit all or any aspect of the Demo, the Solution, the (Prototype) Software or services in any manner whatsoever. This Agreement does not constitute an exclusive grant to Referral Partner of any specific customer, territory or geographic area. The Company may, in its sole discretion, and without obligation, notice or liability to Referral Partner, appoint other partners, distributors, licensees, representatives or agents. The Company reserves all rights not expressly granted to Referral Partner by this Agreement. Nothing in this Agreement shall be interpreted to limit or restrict the rights of the parties to quote or sell to any third parties, their respective software or services.

11.4. Severability. If any term or provision of this Agreement should prove to be null, void, illegal or unenforceable pursuant to any law, regulation, and jurisprudence or to a final decision rendered by a competent jurisdiction, this provision shall be deemed not to have been written, without affecting the validity of the other provisions, which will remain in full force and effect. In such case, the parties shall seek in good faith to agree to substitute for the invalid provision an enforceable provision that most closely approximates the economic effect of the invalid provision.

11.5. Relationship of the Parties. No agency, representation, joint venture, or employment is created as a result of this Agreement and Referral Partner does not have any authority of any kind to bind the Company in any respect whatsoever.

11.6. Headings. The headings of this Agreement, along with its Annexes, are for convenience only, and shall not in any way limit or affect the meaning or interpretation of any terms hereof.

11.7. Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other provision of the Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. No amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized signatory of each party.

11.8. Entire Agreement. This Agreement, along with the Annexes, which are incorporated herein by reference, sets forth the entire agreement between the parties with respect to the subject matter hereof and completely supersedes and replaces any and all prior or contemporaneous proposals, communications, statements, agreements, understandings and representations between the parties, whether written or oral, concerning the subject matter hereof. The Parties agree that only the English version of this Agreement and of Annexes shall be authoritative between the Parties.

IN WITNESS WHEREOF, this Agreement has been signed in Ghent, Belgium, by both Parties in duplicate on ………………………………………………., each Party acknowledging having received one duly signed original;


For Referral Partner,
(signature,name, title)




(place & date)


For Infinity Mobile,
(signature,name, title)


GEERT ROETE, CEO