THIS AGREEMENT (“AGREEMENT”) BETWEEN YOU AND BOSTON LOGIC TECHNOLOGY PARTNERS, INC. (“BOSTON LOGIC”) CONTAINS TERMS AND CONDITIONS RELATING TO YOUR PARTICIPATION IN OUR SALES AGENT PROGRAM. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE " ACCEPT" BUTTON.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY (A “CORPORATE ENTITY”), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH CORPORATE ENTITY TO THE TERMS OF THIS AGREEMENT. THE TERM "YOU" REFERS TO: (1) THE CORPORATE ENTITY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES AND USERS, OR (2) YOU, AS AN INDIVIDUAL, IN THE CASE OF A NON-LEGAL ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD NOT CLICK ON THE ACCEPT BUTTON AT THE END OF THIS AGREEMENT AND YOU SHALL NOT BE ENTITLED TO PARTICIPATE IN THE SALES AGENT PROGRAM.

SALES AGENT PROGRAM TERMS AND CONDITIONS

1. Products, Prices and Territory.
(a) Appointment. Subject to the terms and conditions of this Agreement, Boston Logic hereby appoints you as its non-exclusive sales representative solely in the United States (the “Territory”) to recruit customers in the Territory to purchase Boston Logic those products and services described in the Boston Logic partner portal of its website located at http://bostonlogic.com/partners (collectively, the “Products”). You shall not have any right to appoint or engage third parties to serve as sub-sales agents or to act in similar capacities without Boston Logic’s prior written consent. This Agreement is non-exclusive and nothing contained herein shall prohibit Boston Logic from directly or indirectly soliciting orders from, promoting, distributing or selling Products to any person or entity inside or outside of the Territory. The sole authority granted to you shall be to promote and solicit orders for the Products from customers in the Territory. You shall not have, nor shall you hold yourself out as having, the power to make contracts in the name of or binding on Boston Logic, or to pledge Boston Logic’s credit, or to extend credit in its name.
(b) Price. You shall only quote Boston Logic’s then current price list for the Products sold in the Territory unless otherwise specified by Boston Logic. You are responsible for checking the Boston Logic partner portal from time to time to verify then current prices. You and Boston Logic may consult on such prices, but Boston Logic reserves the right to change such prices from time to time, in its sole discretion. You shall quote only the prices set forth in the most recent price list furnished by Boston Logic.
(c) Acceptance of Orders. All orders for Products shall be in writing and shall be subject to Boston Logic’s acceptance. Decisions regarding credit and all billings and shipments shall be made only by Boston Logic, which reserves the right in its sole discretion to decline to accept any such order for or offer received through you or to allocate the supply of Products during periods of shortages, without incurring liability of any kind whatsoever to you.

2. Compensation.
(a) Commissions. Boston Logic will pay you and you shall accept in full satisfaction of any and all rights to compensation from Boston Logic of any nature whatsoever, a commission equal to ten percent (10%) of the Net Subscription Revenue received by Boston Logic from any customer whose order was presented by you and accepted by Boston Logic in accordance with Section 1(c) above. For purposes of the foregoing, “Net Subscription Revenue” shall mean the gross monthly subscription revenue actually received by Boston Logic during the first twelve (12) months of the customer’s use of the Products only, less any taxes, adjustments, refunds, settlement of claims, allowances and other like costs. Commissions shall be payable on or before the end of the month following the quarter in which payment on the applicable invoice is received by Boston Logic.
(b) Rejection of Order; Refunds; Return of Commissions. You shall not be entitled to a commission on any order solicited by you that is rejected by Boston Logic, regardless of the reason for Boston Logic’s rejection, and no commission shall be payable on any orders that are canceled or terminated for any reason. Boston Logic agrees not to unreasonably reject any order received. If, after a commission (or any portion of a commission) has been paid to you for Products, Boston Logic refunds any or all of the purchase price of such Products to the customer for any reason, Boston Logic may deduct from future commissions any commission (or portion thereof) previously paid to you in respect of the sales revenue that Boston Logic refunds or, at Boston Logic’s election, require you to repay Boston Logic such amount within fifteen (15) days after receiving notice of such election.

3. Relationship of the Parties.
(a) Independent Contractor. You shall be considered an independent contractor of Boston Logic and your relationship with Boston Logic shall not be construed to be that of employer and employee, nor to constitute a partnership, joint venture or agency of any kind. Neither Party shall have any right to enter into any contracts or commitments in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever. You shall not be considered an employee of Boston Logic. Any taxes or contributions levied by any local or national law based upon payroll of or employment by you or otherwise with respect to you or your business shall be paid by and shall be the exclusive liability of you. Boston Logic will record payments to you on, and provide to you, an Internal Revenue Service Form 1099, and Boston Logic will not withhold any federal, state or local employment taxes on your behalf. Accordingly, you are solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including, but not limited to, Workers’ Compensation Insurance; and you agree to defend, indemnify and hold Boston Logic harmless from any and all claims, damages, liability, attorneys’ fees and expenses on account of an alleged failure by you to satisfy any such obligation. You acknowledge and agree, and it is the intent of the parties hereto, that you receive no benefits from Boston Logic, either as an independent contractor or as an employee. If you are for any reason reclassified by a state or federal agency or court as an employee for tax or other purposes, you will become a non-benefit employee and will receive no benefits from Boston Logic, except those mandated by state or federal law, even if by the terms of the benefit plans or programs of Boston Logic in effect at the time of such reclassification you would otherwise be eligible for such benefits. While you shall adhere to specifications and standards supplied by Boston Logic, Boston Logic agrees that it will have no right to control or direct the details, manner or means by which you accomplish the results of the services performed hereunder.
(b) Reimbursement for Expenses. Boston Logic shall not reimburse you for any expenses which you might incur in connection with soliciting orders for Products or otherwise discharging your responsibilities under this Agreement.

4. Your Other Obligations.
(a) No Authority to Grant Warranties. You shall not obligate or purport to obligate Boston Logic by issuing or making any warranties or guaranties with respect to the Products to any third party.
(b) Rights in Work Product. All documentation, materials, inventions and ideas, or other property, tangible or intangible, arising out of or resulting from your performance of this Agreement and all proprietary rights thereto, including copyright rights therein, (the “Work Product”) shall belong to Boston Logic immediately upon development. As to copyrights, you agree that all deliverables shall be deemed a “work made for hire” and that Boston Logic shall be deemed the author thereof for copyright purposes; provided, however, that if any deliverable is at any time determined to not be a work made for hire, this Agreement shall be deemed an irrevocable assignment of the copyright to the entire Work Product. You shall at the request of Boston Logic execute all documents as are required to vest such ownership in Boston Logic. You irrevocably appoint Boston Logic as your attorney-in-fact to execute all such documents as are required by this Section.

5. Trademarks, Trade Names and Service Marks; Promotion on the Internet.
(a) Trademarks, Trade Names and Service Marks. You shall use Boston Logic’s trade names, trademarks and service marks as provided to you from time to time (the “Marks”) in the Territory on a non-exclusive basis only during the term of this Agreement and solely for display or advertising purposes in connection with your recruitment obligations set forth herein. You may not use any other trademarks, trade names, service marks and commercial symbols in connection with the marketing and promotion of Boston Logic or its Products hereunder. You shall not at any time do or permit any act to be done which may in any way impair the rights of Boston Logic in the Marks.
(b) Quality Control of Marks. In order to comply with Boston Logic’s quality control standards, you shall: (i) use the Marks in compliance with all relevant laws and regulations; (ii) use the Marks only as approved by Boston Logic; and (iii) not modify any of the Marks in any way.

6. Term and Termination.
(a) Termination for Convenience. This Agreement may be terminated at any time by either party for any reason or for no reason, by giving the other party notice two (2) days in advance of such termination.
(b) Material Breach. Upon the occurrence of a material breach of any obligation hereunder by either Party and the failure of the breaching Party to cure such breach within fifteen (15) days after receiving written notice thereof from the non-breaching Party, this Agreement may be terminated by the non-breaching Party. In addition, Boston Logic reserves the right to terminate this Agreement at any time immediately upon notice to you in the event of misrepresentation, malfeasance or illegal conduct on your part in connection with performance of this Agreement.
(c) Bankruptcy, Insolvency or Reorganization. Upon the filing of a petition in bankruptcy against or by, the insolvency of or the reorganization of a Party, or upon a Party becoming subject to a composition for the benefit of creditors, whether by law or agreement, or upon a Party entering into receivership or otherwise becoming insolvent, this Agreement may be terminated by the other Party by giving written notice of termination to the Party subject to such event, such termination to be effective immediately upon the giving of such notice of termination.
(d) Payments of Commission. Expiration or termination of this Agreement shall not affect the obligation of Boston Logic to pay you all fees owed hereunder as of such expiration or termination.
(e) Continuing Obligations. In the event of a termination or upon expiration of this Agreement, Boston Logic shall not have any obligation to you for compensation or for damages of any kind, whether on account of the loss by you of present or prospective sales, investments, compensation or goodwill as a result of such termination or expiration.
(f) Return of Property. In the event of termination, you shall, within five (5) days of such termination, return to Boston Logic or its designee all sales literature, brochures, price lists, and other materials supplied by Boston Logic to you without charge.
(g) Survivability of Provisions. Notwithstanding anything else in this Agreement to the contrary, the Parties agree that all provisions which by their nature are intended to survive termination of this Agreement shall survive.

7. No Conflicts.
You hereby represent and warrant that you has no commitments or obligations inconsistent with this Agreement. You hereby agree to indemnify and hold Boston Logic harmless against any loss, damage, liability or expense arising from any claim based upon circumstances alleged to be inconsistent with such representation and warranty. During the period during which your services are engaged by Boston Logic, you will not enter into any agreement (oral or written) which may be in conflict with this Agreement.

8. Miscellaneous.
(a) Prior Agreements. This Agreement supersedes and cancels any previous agreements or understandings, whether oral, written or implied, heretofore in effect between the Parties and sets forth the entire agreement between the Parties. Boston Logic reserves the right to modify the terms and conditions set forth in this Agreement, and/or the prices for any of its Products, at any time in its discretion. Boston Logic will use its reasonable efforts to notify you by email if it has made any changes in the prices or this Agreement, but, whether or not such notification is provided, you are responsible for reviewing the then current Boston Logic publication prices, terms and conditions which shall be set forth on the partner portal of its website the Boston Logic located at http://bostonlogic.com/partners. If you continue to participate in the Boston Logic Sales Agent program after Boston Logic has made any such changes without exercising your termination rights, then you will be deemed to have accepted and agreed to such changes.
(b) Governing Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts without regard to (i) its conflict of laws provisions thereof and (ii) the United Nations Conventions on Contracts for the International Sale of Goods. Any legal action or proceeding with respect to this Agreement will be brought in the state or federal courts of sitting in Boston, Massachusetts. By participating in the Sales Agent program described herein you accept for generally and unconditionally, the exclusive jurisdiction of the aforesaid courts.
(c) Indemnity. The you shall indemnify and hold harmless Boston Logic, its managers, members, officers, employees, agents and other representatives from and against any and all claims, losses, expenses (including attorney fees), liabilities, demands, obligations or damages of every kind and character occasioned by or resulting from the negligent acts or omissions of the you or your employees or agents or in connection with its performance hereunder.
(d) Assignment. This Agreement may not be assigned, delegated, sublicensed or transferred, whether by operation of law or otherwise, by you without the prior written consent of Boston Logic, and any attempted assignment, delegation, sublicense or transfer without such written consent shall be void and of no effect. This Agreement shall inure to the benefit of the successors and assigns of each Party.
(e) Waiver of Certain Provisions. None of the conditions or provisions of this Agreement shall be held to have been waived by any act or knowledge on the part of either party, except by an instrument in writing signed by a duly authorized officer or representative of such Party. Further, the waiver by either Party of any right hereunder or the failure to enforce at any time any of the provisions of this Agreement, or any rights with respect thereto, shall not be deemed to be a waiver of any other rights hereunder or of any breach or failure of performance of the other Party.
(f) No Grant of Rights. No rights or licenses with respect to Products or the Marks are granted or deemed granted hereunder or in connection herewith, other than those rights expressly granted in this Agreement.
(g) Compliance with Applicable Law. Each of you and Boston Logic covenants that all of its activities under or pursuant to this Agreement shall comply with all applicable laws, rules and regulations.
(h) Severability. If, under applicable law or regulation, any provision of this Agreement is invalid or unenforceable, or otherwise directly or indirectly affects the validity of any other material provision(s) of this Agreement (such invalid or unenforceable provision, a “Severed Clause”), this Agreement shall endure except for the Severed Clause. Each Party shall consult the other Party and use reasonable efforts to agree upon a valid and enforceable provision that is a reasonable substitute for the Severed Clause in view of the intent of this Agreement.
(i) DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL BOSTON LOGIC OR ANY OF ITS SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF BOSTON LOGIC TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF COMMISSIONS OWED TO YOU DURING THE SIX (6) MONTH PERIOD PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.