Referral Terms

PopStops® Referral Agent Agreement

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THIS Referral Agent AGREEMENT (“Agreement”) shall be effective (“Effective Date”) as of the date of submission of the Referral Agent Registration” placed on the PopStops® Web Site by and between PopStops Marketing, Inc. (“PMI“) with a principal place of business at 111 Second Avenue Northeast, Suite 1201, St. Petersburg, FL 33701 US and the PMI Referral Agent registered herein. This Agreement states the terms and conditions that govern the relationship between the Referral Agent and PMI, including any and all transactions and/or purchase orders that arise out of the use of or the placing of orders directly to PMI as a Referral Agent (Referral Agent).

Acceptance of this Agreement by PMI shall occur upon activation of the Referral Agent‘s account on and once PMI receives a minimum Referral Agent initial order placement. PMI and Referral Agent hereby agree to be bound by the tenants of this agreement as provided herein. If you do not accept this agreement, you are not permitted to, and you must not, access or use the services or purchase products from PMI as a Referral Agent.

WHEREAS, PMI is the exclusive Master Distributor of all PopStops® branded products and related accessories (“Products“), and desires to market its products in the United States, U.S. Territories, Puerto Rico and Canada.

WHEREAS, Referral Agent has expressed its willingness to become an authorized PMI Referral Agent for resale of PopStops® branded products, in accordance with the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of representations, warranties, covenants, and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby the parties acknowledged), it is agreed by and between PMI and Referral Agent as follows:


1.1 Appointment. For and during the term of this Agreement, PMI hereby appoints Referral Agent as an independent Referral Agent with the non-exclusive right to promote, sell, distribute, market, buy and resell (collectively referred to herein as to “distribute”) the Products only to Customers in the Territory (with the understanding that Referral Agent has no right to distribute the Products outside of the Territory), and Referral Agent hereby accepts such appointment, subject to the terms and conditions hereof. Referral Agent covenants and warrants that it’s entering into this Agreement and performing its duties hereunder is not and will not be in violation of any agreement or other obligation to which Referral Agent is subject or by which Referral Agent is bound. Referral Agent acknowledges that PMI retains the right to promote, sell, distribute and market Products in the Territory in its own right and through other Referral Agents, dealers and sales representatives.

Referral Agent will have full access to the web site with special Referral Agent credentials that will allow the Referral Agent to perform a variety of functions, including the ability to “add new customers,“ship to addresses” and to “place orders” for PMI‘s products.

1.2 Territory. The appointment of Referral Agent hereunder is strictly limited to the distribution of the Products to customers in the United States of America, U.S. Territories, Puerto Rico and Canada only (“Territory“). Referral Agent covenants and agrees that it will not directly or indirectly distribute, ship, sell for trans-shipment, solicit the sale or take orders (whether by telephone or otherwise) for, establish a branch, maintain any distribution depot for, sell, lease or otherwise distribute the Products from or to any customers or locations outside the Territory. In the event Referral Agent receives an inquiry, an offer to purchase, or a request for quotation regarding the Products from outside the Territory, Referral Agent agrees to promptly, and without compensation of any kind, forward all information regarding such matter to the PMI.

1.3 Internet Sales. Referral Agent is further prohibited from engaging any promotion, advertising or sales using internet-based applications (“E-Commerce“), including, but not limited to promotion, advertising or sales on major Websites (such as}, social media, and mobile applications or otherwise without advanced written consent of PMI.

1.4 Products. Referral Agent shall not manufacture, duplicate, modify, add to, or alter the Products or the Product warranties (or obliterate, alter, modify, change, or add to any packaging, promotional material or labels accompanying same or affixed thereto), except as may be authorized, in writing, by PMI from time to time. PMI reserves the immediate right, without prior notice and without liability, to modify, alter, improve, or change the design and/or specifications of, or discontinue the sale of and/or the manufacture of any particular model of any Product. If any such alteration, improvement, modification, or change is made, there will be no obligation on the part of PMI to: (a) repurchase or replace any such Products previously sold to Referral Agent·(b) make such modification, alteration , improvement, or change on any Products to be shipped or sold to Referral Agent·(c) make or offer a similar modification, alteration, improvement or change on any Product or parts previously shipped to Referral Agent or (d) install or furnish any other or different parts than were on Products when shipment was made.


2.1 Relationship of Parties. Referral Agent represents and warrants that it has the necessary business and financial resources to fulfill its obligations hereunder. Referral Agent further agrees to exert its best efforts to distribute the Products in accordance with the provisions hereof. Based in part on the foregoing representations and warranties of Referral Agent, PMI is entering into this Agreement. It is expressly agreed between the parties hereto that the relationship hereby established is solely one of independent seller and buyer. Referral Agent shall have sole control over the manner and means of conducting its business subject always to Referral Agent‘s compliance herewith. No fiduciary, special, trust or tinnily relationship is established hereby, nor is any such relationship intended by the patties to result from operation hereof, it being intended and agreed that the relationship created hereby is and shall at all times continue to be one of independent contractors whose relationship is governed solely by this Agreement. Nothing in this Agreement shall be construed as constituting Referral Agent as a franchisee, attorney-in-fact, or legal representative of the PMI for any reason whatsoever. Neither Referral Agent nor any director, officer, agent, or employee of Referral Agent shall be, or be considered, an agent or employee of PMI.

Neither Referral Agent, nor any director, officer, agent, or employee of Referral Agent shall be entitled to any of the benefits provided to employees of PMI. Referral Agent shall have the sole right to hire and fire its own employees and agents and, further, Referral Agent shall be solely responsible for its acts and failures to act and the acts and failures to act of its employees and agents.

2.2 No Agency, Joint Venture or Partnership. Neither the making of this Agreement nor the performance of any part of this Agreement shall be construed in any circumstance to constitute Referral Agent as an agent of PMI for any purpose, nor shall this Agreement be deemed to establish a joint venture or partnership between the parties hereto.

2.3 Investment and Expenses. The patties acknowledge that the operation of Referral Agent‘s business, whether related hereto or otherwise, is subject to the sole control and management of Referral Agent. Referral Agent agrees that it has been and shall continue to be solely responsible for all expenditures and expenses connected with or related to Referral Agent‘s investment in and operation of its business in the Territory, all of which shall be made at the sole discretion of Referral Agent. Such expenditures include, but are not limited to, those amounts expended in connection with: hiring, training and maintenance of sales, management, technical, repair, delivery, administrative, or other personnel, equipment or facilities, salaries, commissions, insurance, rent, inventory, advertising, and promotional costs and taxes. Referral Agent agrees that any and all amounts that may be expended or invested by Referral Agent that in any way relate to the performance of this Agreement, shall be incurred and spent voluntarily by Referral Agent based on its best business judgment. All decisions with respect to investment in and operation of Referral Agent‘s business shall be made solely and exclusively by Referral Agent and any suggestions that may be made by PMI‘s personnel shall not be prescriptive or requirements of this Agreement, but shall be construed as advisory opinion only. The sole compensation of Referral Agent in relation to this Agreement, its formation, performance and termination shall be its proceeds on the resale of the Products to Customers within the Territory.

2.4 No Authority to Commit. Referral Agent is not authorized to, and shall not, create, enter into, or execute any contract, obligation, order, or other commitment, whether express or implied, which in any way obligates PMI in any manner to any third party, nor shall Referral Agent take any action that has the effect of creating the appearance of Referral Agent having such authority.

3.0 Referral Agent OBLIGATIONS.

3.1 Initial Order. In order to qualify for Referral Agent status, the Referral Agent must place an order for the minimum amount of inventory that is in force at the time of their sign up. The current Referral Agent Terms may change over time at PMI‘s sole discretion.


4.1 Order Acceptance or Rejection. Referral Agent shall, from time to time, submit to PMI orders in accordance herewith for the Products. All orders placed by Referral Agent shall be subject to acceptance or rejection by PMI. Notwithstanding any terms and conditions that may be a part of Referral Agent‘s order to PMI, all sales of Products made by PMI to Referral Agent‘s customers shall be governed solely and exclusively by the terms of this Agreement and PMI‘s standard terms and conditions, including those terms and conditions set out in Schedule “A” hereto.

4.2 Compensation. The commission paid to the Referral Agent for the Products sold under this Agreement, FOB one of PMI‘s facilities in either St. Petersburg, FL or Carson City, NV is forty percent (40%) from the current listed Retail Price of each product, excluding taxes and freight. PMI reserves the right to and may change its prices, commissions, or terms of sale at any time and from time to time upon thirty (30) days’ prior written notice to the Referral Agent. Products that are sold by Referral Agent under the terms of this Agreement shall be sold to Referral Agent‘s customer at the prices that shall be established by PMI and in effect at the time of the order.

4.3 Payment and Shipping. Payment for the Products ordered by Referral Agent shall be made as follows:
(a) For all orders, 100% of the invoice amount shall be paid by Referral Agent, or their customers, to PMI by credit card (MasterCard, VISA, American Express or Discover) or by ACH Draft of Referral Agent‘s bank account.
(b) Referral Agent, or its customers, shall be responsible for paying for all shipping, insurance, brokerage and other similar costs relating to the delive1y of Products from the PMI to the Referral Agent and/or Referral Agent‘s customer. At the Referral Agent‘s request, PMI will arrange for shipping, insurance and brokerage on behalf of the Referral Agent and add all related charges to the Referral Agent‘s invoice.
(c) PMI will use its best efforts to ship all accepted orders within fifteen (15) business days of the receipt of the applicable payment specified in Section 4.3(a) and 4.3(b) subject to the volume of orders and production schedules of the PMI at any pa1ticular time, which may delay such timing.
(d) Rebates. PMI will rebate to the Referral Agent the amount of money paid for the initial purchase of their “demo sales unit” upon receipt of the third product sale submitted and shipped to the Referral Agent‘s “customers.” This rebate will appear on the next commission cycle payment which means the Referral Agent will have been 100% reimbursed for their initial investment into the Referral Agent Sales Program!

4.4 Warranties; Exclusive Remedy. Products sold by Referral Agent from PMI shall be subject solely to the foregoing and PMI‘s standard warranty and the exclusive remedies. PMI reserves the right to change the terms of the warranty. Referral Agent agrees to either include the warranty or include the language of the warranty in any sales contract, invoice, or other acknowledgement for the sale of Products made by Referral Agent. Referral Agent further agrees that it will not make any statement to any Customer, purchaser or user of any Product that could be construed as altering, extending, or expanding PMI‘s warranty or limitation of liability covering the Products.

Referral Agent may not extend PMI‘s warranty in connection with the sale of Products if such Products have in any way been altered or modified by Referral Agent or if such Products are not to be used in strict conformity with PMI‘s specifications. Referral Agent shall not in any way alter or modify Products (or the parts or components thereof) without the prior written authorization of PMI. Any warranty given by Referral Agent with respect to Products that have been altered or modified by Referral Agent or on behalf of Referral Agent or any such additional warranty or representation made by Referral Agent shall be void with respect to PMI and shall be the sole responsibility of Referral Agent.

4.5 Exclusion of Consequential Damages; Limitation of Liability. IN NO EVENT SHALL PMI BE LIABLE FOR ANY PENALTIES (INCLUDING, WITHOUT LIMITATION, ADMINISTRATIVE PENALTIES), SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER OCCURRING, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR ECONOMIC LOSS, LOSS OF GOODWILL, LABOR COSTS, LOSS OF PROFITS OR REVENUES, OR CLAIMS RESULTING FROM CONTRACTS BETWEEN Referral Agent, ITS CUSTOMERS, END-USERS AND/OR SUPPLIERS, REGARDLESS OF WHETHER ANY OF THE FOREGOING ARISES FROM THIS DOCUMENT OR PMI‘S PERFORMANCE HEREUNDER OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THE PRODUCTS FOR ANY PURPOSE WHATSOEVER. Subject always to the foregoing sentence, the total liability of PMI for any other kind of damages arising from any cause of action or claim whatsoever, whether: (a) in contract (b) in tort (including negligence, whether sole, joint, contributory, concurrent, or otherwise, but not including intentional, reckless, or wanton tort)· (c) under strict liability (d) arising out of any representation or instruction, or under any warranty or (e) otherwise arising out of, connected with, or resulting from the design, manufacture, sale, resale, delivery, repair, replacement, use or misuse of any Products or the furnishing of any service shall in no event exceed the price allocable to and paid PMI for the individual unit of Products or service or part thereof which gives rise to the cause of action or claim. PMI and Referral Agent acknowledge and agree that the exclusions of remedies and limitations of liability and damages herein reflect a bargained-for allocation and limitation of risk, liability, and damages. This Section shall apply notwithstanding any other provision of this Agreement.

4.6 All Sales Final. All sales to the Referral Agents’ customers are final, subject only to the return policies stated on the PMI web site. No Products may be returned without prior written authorization from PMI.

4.7 Sales Promotion; Actions by Referral Agent. Referral Agent agrees that it will use its best efforts to sell and actively promote, in all lawful ways, the sale of the Products in the Territory. Referral Agent shall not make any representation or statement to prospective customers or end-users of Products in connection with the manufacture, installation, repair, replacement, use, selection of materials, or operation of the Products or other terms or conditions of the sale thereof, except as specifically authorized by PMI. Referral Agent agrees not to recommend Products for unsuitable applications or any application not recommended by PMI. Referral Agent agrees to not publish and to not permit to be published, any testimonials, photographs, or statements of any person concerning PMI or the Products without first obtaining the written consent of PMI. Referral Agent shall not engage in any activity that would in any way diminish or detract from the sales potential of the Products or their attractiveness to potential buyers or users thereof.

Referral Agent agrees to promptly advise PMI of any complaints with respect to Products. Referral Agent shall make clear with customers and prospective customers that it is acting as a Referral Agent of the Products and not as agent of the PMI. Accordingly, the Referral Agent shall not pledge the credit of PMI or give any condition or warranty or make any representation on behalf of the PMI or commit the PMI to any contracts nor, without the prior written consent of PMI, make any promises or guarantees with reference to the Products beyond those contained in the promotional material supplied by PMI or otherwise incur any liability on behalf of the PMI.

4.8 Referral Agent‘s Business. Referral Agent warrants and represents to PMI that Referral Agent has, and agrees that it will maintain during the term of this Agreement, all resources (may include equipment, facilities, materials, and knowledgeable personnel) necessa1y to actively promote the Products. Referral Agent shall inform PMI immediately of any changes which might affect the performance of its obligations hereunder.

4.9 Indemnity by Referral Agent. Referral Agent hereby agrees to and shall indemnify, defend, and hold harmless PMI, its directors, officers, agents , employees, shareholders, debtholders and debenture holders from and against each and every cause of action, claim, lawsuit, loss, cost, damage, tax , expense (including reasonable legal fees) or liability, arising out of or related to: (i) loss of or damage to the property, or death of or personal injury to Referral Agent, its Customers and/or any third party and/or (ii) any lawsuit or claim against , or damage to, PMI resulting from or in connection with any breach hereof, non-compliance herewith, or the actions or failure to act of Referral Agent , its directors, officers, agents, or employees, including but not limited to: (a) breach of any of the provision of this Agreement by Referral Agent (b) negligence or other tortious conduct by Referral Agent or its authorized agents (c) representations or statements not specifically authorized by PMI herein or otherwise in writing (d) violation by Referral Agent of any law, regulation, or order now or hereafter in effect in the Territory or (e) death or injury to persons who use the Products, due to inaccurate or incomplete information provided to Customers and/or endusers using the Products.


5.1 Sale of Products. PMI will sell Products to Referral Agents’ customers in accordance with the terms of this Agreement.

5.2 Consultation. PMI agrees, at reasonable times during business hours, to make itself available for technical advice and consultation in connection with the sale of the Products. Such assistance shall be without charge to Referral Agent, except as may be otherwise mutually agreed.


6.1 Intellectual Property Ownership. Referral Agent recognizes and agrees that all intellectual property rights relating to the Products, PMI, and/or to this Agreement, including but not limited to all trademarks, service marks, copyrights, patents, trade names, trade secrets, logotypes, advertising and other commercial symbols, and goodwill (collectively, “Intellectual Property”), whether registered or not, used on or related to the Products or PMI, are and shall remain the sole property of Mascot Marketing Inc, which is marketed exclusively by PopStops Marketing, Inc. Nothing in this Agreement shall be deemed to confer upon or transfer to Referral Agent any right, title, interest, or license, whether express or implied, in or to any of PMI‘s Intellectual Property. Referral Agent further agrees to immediately report to PMI any illegal use or infringement of PMI‘s Intellectual Property.

6.2 Use of Marks and Names. Dealer covenants and agrees that it will not, during the term hereof, or at any time thereafter, adopt or use PMI‘s Intellectual Property, without prior written approval of PMI. Referral Agent covenants and agrees not to remove, alter, deface, conceal, or add to any trademark, trade name, service mark, label, marking, logo, decal, type, or serial number that may be affixed to or marked on the Products, and Referral Agent shall take all reasonable steps to ensure that any trademark, trade name, service mark, label, marking, logo, decal, type, or serial number affixed to or marked on the Products is not removed, altered, or defaced by others. Referral Agent will not use the corporate name of PMI or any trademark, service mark, trade name or other Intellectual Property of PMI, in or on any of its telephone directory listings, letterheads, business cards, or other office or business supplies in a manner or form without the prior written approval of PMI. Referral Agent shall not use the Intellectual Property in any way which would tend to allow any of it to become generic, lose its respective distinctiveness, become liable to mislead the public or be materially detrimental to, or inconsistent with, the good name, goodwill, reputation and image of PMI. The Referral Agent shall immediately report to PMI any potential infringement in the Territory of PMI‘s Intellectual Property and shall assist PMI in protecting its right, title and interest therein. The Referral Agent shall immediately report any imitation of the Products to PMI.

6.3 Confidentiality. Referral Agent agrees that all know-how, drawings , blueprints, manuals, letters, notes, notebooks, reports, sketches, formulae, memoranda , dealer pricing, sales and technical bulletins, service manuals, customer lists, and all other material and specifications furnished by PMI to Referral Agent pursuant to or in connection with this Agreement that in any way relate to the Products and/or PMI‘s business (collectively, “Confidential Information”) shall be and remain the sole and exclusive prope1ty of PMI. Referral Agent acknowledges and agrees that Confidential Information is and will be comprised of valuable trade secrets of, and is proprieta1y to, PMI, and shall be used only as directed by PMI in writing and then only to the extent necessary to acquaint potential purchasers of Products with the use thereof.

Referral Agent covenants and agrees that it will not at any time during the term hereof, or at any time thereafter, use such Confidential Information for its own benefit or disclose or allow to be disclosed any such Confidential Information to any third party, including prospective purchasers, except in accordance herewith. The foregoing obligations shall not extend to information that is or becomes public through no fault of Referral Agent, its agents, owners, officers, directors, or principals. PMI may notify anyone doing business with Referral Agent or evidencing an intention to do business with Referral Agent as to the existence and provisions of this Section.

7.0 TERMS.

7.1 Term. The term of this Agreement shall commence on the Effective Date, subject to later termination by either party pursuant to the provisions herein.

7.2 Amendment and Renewal. This Agreement may be amended and renewed at any time by the mutual agreement of the parties, upon such term s and conditions as they may agree in writing.

7.3 Termination without Cause. Notwithstanding anything contained herein, but subject to earlier termination pursuant to Section 7.4, this Agreement may be terminated at any time after the Effective Date, without cause, by either party providing notice ninety (90) days prior the date of termination, which termination shall operate without prejudice to the parties’ rights and obligations that may have accrued in accordance herewith prior to the effective date of such termination.

7.4 Termination by PMI. For greater certainty and in addition to any other rights herein, the parties hereto agree that PMI may immediately terminate this Agreement upon written notice given to Referral Agent, upon the occurrence of one or more of the following events, which occurrence shall for all purposes be deemed to be, and shall be treated as, non-performance of an essential obligation of this Agreement:

(a) any assignment or attempted assignment (whether by contract, operation of law, or otherwise) by Referral Agent of any interest in this Agreement without PMI‘s written consent, which consent may be unreasonably withheld or delayed·

(b) indictment or conviction in any court of competent jurisdiction of Referral Agent, or a manager, partner, principal, officer, major stockholder or director thereof for any violation of law tending, in PMI‘s sole opinion, to adversely affect the operation or business of Referral Agent or the good name, goodwill, or reputation of PMI, the Products, or Referral Agent·

(c) submission by Referral Agent to PMI of any incorrect, false, or fraudulent reports or statements, including without limitation claims for any refund, credit, rebate, incentive, allowance, discount, reimbursement, or other payment by Referral Agent·

(d) the institution of any bankruptcy, winding up, or liquidation proceedings on behalf of, or against, Referral Agent·

(e) Referral Agent makes any arrangements with its creditors or has a receiver, manager or administrator appointed in respect of all or any part of its assets·

(f) execution should be enforced upon the property of Referral Agent and not stayed within a period of thirty (30) days·

(g) non-compliance with, or breach by, Referral Agent of any of the representations, warranties, covenants, agreements, provisions, terms, or conditions hereof and/or

(h) Referral Agent‘s failure to meet its financial obligations to PMI in a timely manner. Referral Agent covenants and agrees to immediately advise PMI in writing of the occurrence of any event specified in this Section.

7.5 Rights of Parties on Termination. In the event of any termination pursuant to Section 7.3 or

Section 7.4, the following shall apply:

(a) No Claim or Damage on Termination. The right to terminate this Agreement as set forth herein is absolute, and neither PMI nor Referral Agent will be liable to the other by reason of termination (whether with or without cause) of this Agreement for any claims, causes of action, demands, damages, penalties, or indemnities of any kind or nature, including without limitation claims or damages on account of: loss of goodwill· loss of present or prospective profits on sales or anticipated sales· expenditures , investments, loans, or leases related to Referral Agent‘ s business or in reliance on the existence of this Agreement statutory or other indemnities commitments in connection with the establishment, development, or maintenance of Referral Agent‘s business or goodwill related thereto injury to Referral Agent‘ s reputation as a result of termination or any other reason whatsoever. The claims, causes of action, rights, and remedies (·whether arising out of any statute, rule, or regulation of any governmental body) of either party hereto arising as a result of or connected with, termination of this Agreement shall be solely and exclusively as set forth in this Agreement. In the event of termination of this Agreement as set forth herein for any reason or for no reason, PMI will thereafter and hereafter stand wholly freed and discharged, and Referral Agent hereby expressly releases and discharges PMI of and from any and all obligations, causes of action, claims, demands, damages, penalties, or liabilities whatsoever, whether arising hereunder, or related to this Agreement or the subject matter hereof.

(b) No Compensation. Referral Agent shall have no claim for money or compensation of any kind with respect to the sale of Products at any time after the effective date of termination, regardless of prior efforts of Referral Agent with respect to any customer or the Products, other than for the agreed upon compensation for those transactions completed prior to the effective date of termination. Referral Agent shall not be entitled to any separation compensation, restitution, quantum merit, indemnity, or damages of any kind or nature. Referral Agent, for itself and all who may claim under it, hereby renounces and waives the benefit of, and covenants that it will not any time hereafter insist upon, plead, claim, or take the benefit or advantage of any law, statute, or regulation providing separation or termination compensation, or indemnity of any kind to Referral Agent as a result of termination of this Agreement.

(c) Cancellation of Orders. Any orders placed by the Referral Agent as of the date of giving the notice of termination will be processed unless otherwise agreed not to be shipped to their customer .

(d) No Right to Continue. PMI shall have no right to require Referral Agent to continue to act as a Referral Agent of Products, or any of them, and Referral Agent shall have no right to require PMI to continue to supply Products, or any of them, to Referral Agent or any other person. Each of PMI and Referral Agent covenants and agrees that at no time will it commence any action or proceeding wherein it alleges that it has or had any such rights.

(e) Allocation of Rights and Remedies. The patties hereto have freely negotiated, obtained, and given consideration for the termination rights, obligations, and remedies set forth in this Agreement. The limitation of remedies, claims, liabilities, and damages for termination of this Agreement reflect a bargained-for allocation and limitation of such remedies, claims, liabilities, and damages. It is the intention and desire of the patties to this Agreement that the rights, obligations, and limitation of remedies of the patties hereto on termination hereof be set forth solely and exclusively herein and be enforceable and enforced as written and agreed herein.

7.6 Duties of Referral Agent Related to and After Termination. In addition to obligations imposed elsewhere herein, on termination of this Agreement, with or without cause, the following shall apply:

Referral Agent shall remove from its property (including, without limitation, telephone directory listings, letterheads, signs, business cards, or other office or business supplies), and immediately discontinue all direct or indirect use of Intellectual Property now or hereafter owned or controlled by PMI, or of any word, title, expression, trademark, trade name, design, or marking that, in the opinion of PMI, is confusingly similar thereto. If requested by PMI, Referral Agent shall certify in writing that Referral Agent has completely terminated its use of any and all such Intellectual Property, or any other word, title, expression, trademark, trade name, design, or marking similar thereto that appeared in or on any devices or other materials us ed in conjunction with Referral Agent‘ s business.

7.7 Survival. Notwithstanding anything contained herein, including, but not limited to Sections 7.3 and 7.4 above, upon termination or expiration of this Agreement for any reason, Referral Agent shall not be released from its obligations to pay monies due or to become due to PMI or to complete any other unfulfilled obligations under this or any other agreement, and Referral Agent shall immediately pay and discharge all debts, and shall perform all obligations set forth in, and be otherwise subject to, Sections 4.6 and 4.10, as well as Sections 2, 6, 7, 8.2, 8.3, 8.4, 7.7, 9.5, 9.8, 9.10 and 9.11, all of which shall survive and continue after expiration or termination hereof and shall bind Referral Agent and its successors and permitted assigns. This Section shall apply notwithstanding anything herein contained.

All remedies of PMI contained herein, or otherwise available pursuant to law or equity, shall be cumulative and not alternative. Nothing herein contained shall be construed so as to limit the remedies available to PMI. Without limiting the generality of the foregoing, it is understood and agreed that PMI shall have the right, at any time and from time to time in its sole discretion to refuse to accept any sales order.


8.1 Sale of Conflicting Products. Referral Agent agrees that it will not at any time during the term of this Agreement market, distribute, offer for sale or sell any competitors’ product(s).

8.2 Non-Solicitation of Respective Customers. During the term of this Agreement and for a period of two (2) years following the termination of this Agreement, Referral Agent agrees not to directly or indirectly solicit, contact or otherwise seek business from any client or customer of PMI whose identity may have been discovered during the Term of this Agreement. The provisions of this Section 8.2 shall remain in full force and effect after the termination of this Agreement.

8.3 Non-Solicitation of Respective Employees. During the term of this Agreement and for a period of two (2) years following the termination of this Agreement, PMI and Referral Agent mutually agree not to directly or indirectly solicit, contact or otherwise induce or attempt to induce any officer, director, or employee to leave the other party. The provisions of this Section 8.3 shall remain in full force and effect after the termination of this Agreement.

8.4 Non-Disparagement. Referral Agent agrees that he or she, it’s agents , officers, directors and owners will not, in any communication with the press or other media (including but not limited to the internet and social media) or any customer, Account, client or supplier of PMI, or any of PMI‘s successors, subsidiaries, divisions, alter egos, affiliated corporations and related entities, criticize, ridicule or make any statement which disparages or is derogatory of PMI or its successors, subsidiaries, divisions, products, alter egos, affiliated corporations and related entities, or any of their respective directors, officers or employees. The provisions of this Section 8.4 shall remain in full force and effect after the termination of this Agreement.


9.1 Representations. Referral Agent represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement, and that the execution and delivery of this Agreement and the occurrence of the terms, provisions and obligations herein do not constitute a breach or violation under any instrument by which it is bound, or a breach of violation of or a default under any order, statute, rule, regulation , or code of professional conduct or ethics to which it is or may be a party, or to which it is or may be subject.

9.2 Assignment or Transfer Prohibited. This Agreement and the rights and duties of Referral Agent hereunder are not assignable, transferable, or subject to delegation by Referral Agent without the prior written consent of PMI, which consent may be unreasonably withheld or delayed, and any attempted assignment, transfer, or delegation without such written consent shall be null and void.

9.3 Severability. If any one or more provisions of this Agreement shall be unenforceable, such unenforceability shall not affect the other provisions of this Agreement. To the extent permitted by applicable law, the parties hereto waive any provision of law that renders any term or provision hereof unenforceable in any respect.

9.4 Amendment Waiver. Any amendment or modification to this Agreement shall not be binding upon either party unless agreed to in writing by authorized representatives of each party. No delay or omission on the part of either party in exercising any right hereunder will operate or be construed as a waiver of that right or of any other right hereunder, nor will any delay or omission operate as an estoppel to the future exercise of that right, nor will any delay, omission, or waiver on any one or more occasion be deemed a waiver of that right, or any other right on any future occasion.

9.5 Notices. Any notice required to be given by this Agreement or otherwise by either party, shall be considered properly and timely given when sent by prepaid courier, e-mail, first class, registered, or certified mail, return receipt requested, and addressed to the other party at the address set forth at the beginning of this Agreement or to such other address as may be designated by either party from time to time. Any such notice will be deemed to be delivered upon actual receipt by the recipient.

9.6 Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties regarding the subject matter hereof, and merges all prior discussions and negotiations, verbal or written, between them. Neither of the parties shall be bound by any conditions, definitions, representations, or warranties, verbal nor written, with respect to the subject matter of this Agreement other than as expressly provided herein. This Agreement supersedes and is in lieu of all existing agreements or arrangements between the parties hereto relating to the subject matter hereof. No course of dealing between the parties, no usage of trade, and no parole or extrinsic evidence of any nature shall be used to supplement or modify any of the terms or conditions of this Agreement or shall be construed as creating a new contract.

9.7 Counterparts; Section Headings. This Agreement may be executed, accepted, and delivered in any number of counterparts, electronic signature, and by facsimile transmission, each of which shall be an original, but such counterparts together constitute but one and the same instrument. The section headings are inserted for convenience only and are not to be construed as part of this Agreement.

9.8 Arbitration. Any controversy or claim arising out of or relating this Agreement, or the breach thereof shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitrator hearing shall take place in Pinellas County, Florida before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may immediately bring a proceeding seeking preliminary injunctive relief in a court having jurisdiction thereof which shall remain in effect until a final award is made in the arbitration.

9.9 Governing Law. This Agreement shall be deemed to have been negotiated, executed, delivered, and entered into in the State of Florida, and this Agreement, and its formation, operation, and performance shall be governed, construed, interpreted and enforced solely and exclusively in accordance with the laws and courts of the State of Florida, without giving effect or consideration to the conflicts of laws or rules thereof and the parties hereby attorn to the exclusive jurisdiction of the cou1ts located in Pinellas and Hillsborough County, Florida.

9.10 Referral Agent‘s Compliance. Referral Agent shall at all times hereafter, at its expense, comply with any and all laws, rules, regulations, and orders that may be applicable to Referral Agent and/or this Agreement, and any and all laws, rule, regulations, and orders that govern or affect the ordering, shipment, import, sale, delivery, or redelivery of Products in the Territory, including without limitation, obtaining any necessary import licenses, certificates of origin or other requisite documents and collecting, remitting and paying all or any applicable taxes, charges, levies, customs duties, assessments and other fees of whatsoever kind in respect of the purchase and importation of the Products into and the distribution of Products within the Territory. Referral Agent agrees it will not engage in any course of conduct that, in PMI‘s reasonable belief, would cause PMI and/or Referral Agent to be in violation of any applicable laws, rules, regulations, and/or orders.

9.11 Indemnification. Referral Agent shall indemnify and hold harmless PMI from and against all losses, taxes, costs, damages, or other penalties, including reasonable lawyer’s fees incurred, assessed, or imposed, as a result of the violation by Referral Agent of any such law, rule, regulation and/or order. All payments by Referral Agent to PMI shall be made without prior demand, abatement, set-off or deduction.

9.12 Attorney Fees. If either party brings an Action to enforce their rights under this Agreement, the prevailing party may recover its expenses (including reasonable attorneys’ fees) incurred in connection with the Action and any appeal from the losing party.

9.13 Binding on Successors. This Agreement shall be binding on, and inure to the benefit of, the Parties to it and their respective heirs, legal representatives and successors.

9.14 Time of the Essence. Time shall be of the essence herein.

9.15 Force Majeure. No party shall be liable for any failure to perform its obligations herein (except the obligation to make timely payment) if such failure results from any act of God, riot, civil unrest, flood, earthquake, or other cause beyond such party’s reasonable control including without limitation any mechanical, electronic or communications failure, strike, work disruption, sickness, disruption of the supply of utilities or failure of suppliers to make timely deliveries.