Partnership Agreement

Silverberry Partnership Agreement

This Silverberry Partnership Agreement (the "Partnership Agreement") is between the applicable partner ("you" or "Reseller" or “Partner”), and Silverberry Genomics Inc. (“Silverberry”, "Silverberry Genomix"). If you are agreeing to this Partnership Agreement not as an individual but on behalf of your company, then "Reseller" or "you" means your company, and you are binding your company to this Partnership Agreement.

This Partnership Agreement is a separate agreement from the agreement that Silverberry has with its end users at  https://silverberrygenomix.com/terms-of-use (as may be modified by Silverberry from time to time, "Silverberry Terms of Use"). For convenience and consistency, however, the definitions of certain terms related to our products and services (namely Software, Hosted Services, Products, and Authorized Users) will be the same as those in the Silverberry Terms of Use.

This Partnership Agreement does not have to be signed in order to be binding. You indicate your assent to the terms by entering your name and clicking on the "Submit" (or similar button) that is presented to you at the time you sign up to become a Silverberry reseller.

1.Order Requirements

To the extent that we make Products available for resale, You may order such Products for resale by following the directions set forth. You must provide all of the requested information including, without limitation, the identity of the end user, the end user’s business and email addresses, and the specific licenses, subscriptions, or other Products to be resold in your order ("Reseller Order"). All such information must be accurate and complete and must reflect bona fide orders you have received from end users

2. Limited Right to Resell or Market

Subject to this Partnership Agreement, we grant you a one-time, non-exclusive, non-transferable right to resell or Market the Products specified in your Reseller Order to the end user specified in the Reseller Order, solely for use by such end user in accordance with the Silverberry Terms of Use. This right to resell does not apply to any other end user or Products (including without limitation any sale to any related party, organization or affiliate, or to any subsequent, additional or renewal sale to the same party).

3. Enforcement of Silverberry Customer Agreement

3.1. End User Terms. All use of the Products by end users is subject to the Silverberry Terms of Use and Privacy Policy, and you may not purport to impose any other terms pertaining to their use of the Products. You are responsible for ensuring that each end user enters into the Silverberry Terms of Use and Privacy Policy  (which includes all limitations on valid user  accounts and other quantity restrictions applicable to the end user’s order) in a manner that is legally binding upon the end user. This may require you to (a) notify each end user that Silverberry products are subject to the Silverberry Terms of Use and Privacy Policy and that by placing an order with Reseller the end user agrees to the Silverberry Terms of Use and Privacy Policy, (b) include either a copy of or link to the Silverberry Customer Agreement in each quotation and order form you issue to the end user, and (c) obtain from each end user written confirmation of acceptance of the Silverberry Customer Agreement prior to the earlier to occur of acceptance of the order by Reseller or delivery of the Product. You must provide evidence of such acceptance by the end user to Silverberry upon request.

3.2. Enforcement Cooperation. You agree to immediately notify us of any known or suspected breach of the Silverberry Terms of Use or other unauthorized use of the Products or Services and to assist us in the enforcement of the terms of the Silverberry Customer Agreement.

4.Identification as Reseller or Affiliate Partner

Subject to this Partnership Agreement, you are permitted to identify yourself as an Silverberry "Reseller" or “Marketing Partner”, "Affiliate" solely in connection with your resales of Products. You may not use any Silverberry trademark, logo or service mark ("Silverberry Marks") except as permitted by Silverberry’s Trademark Guidelines at https://silverberrygenomix.comtrademark/. All goodwill arising from your use of Silverberry Marks inures to the benefit of Silverberry.

If you are interested in becoming a Silverberry Marketing Affiliate (“Marketing Partner”), See Exhibit A and Exhibit C for the terms.

You may also partner with silverberry as an Sales Appointment Coordinator. See Exhibit B and C for details.

5.Reseller Payment and Delivery

5.1. Fees. Your non-refundable, non-cancelable payment to Silverberry is due when you submit your Reseller Order.

5.2. Delivery. Upon receipt of payment, we will deliver the applicable information necessary for end users to use or access the applicable Products directly to the delivery contact specified in the Reseller Order in accordance with our standard delivery procedures.

5.3. Taxes and shipment. Payments made by you under this Partnership Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Silverberry, you must pay to Silverberry the amount of such taxes or duties in addition to any fees owed under this Partnership Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Silverberry any such exemption information, and Silverberry will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

Applicable fees for shipment expenses (mainly for DNA Testing Kits) are excluded from the fees as well.

5.4. End User Pricing and Payment; Refunds. You will receive a one time referral fee of retail price listed at Silverberry website and User Portal for new users per schedule in Exhibit C.

The fees are calculated and paid quarterly, upon successful collection of payments.

You bear all risk of non-payment by end users, and you are solely responsible for all of your costs and expenses. You may not terminate a Reseller Order or receive any refunds due to non-payment by an end user. If Silverberry provides any refund to an end user under our standard return policy, Silverberry, at its option, will refund the applicable amounts either directly to the end user or to you for distribution to the end user. You agree to cooperate with Silverberry in connection with any such refund. Such refunds will be calculated to be deducted from Reseller fee. To encourage your users to purchase Silverberry products, Silverberry will provide you a discount code to be shared with your users. The applicable discounts is defined per Silverberry's sole decision and direction and may change from time to time. Monthly reports for the revenue generated using the discount code assigned to you will be used to calculate the payments. Silverberry makes the payouts every 90 days for the successful, unclaimed for refund payments. Discount code is applicable only to Wellness Reports and DNA Kit is excluded.

6.Feedback

If you provide any feedback, comments, suggestions, ideas, description of processes, or other information to us about or in connection with the Products or our Reseller program, including without limitation any ideas, concepts, know-how or techniques contained therein ("Feedback"), then you grant us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to you or any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed your Confidential Information, and nothing in this Partnership Agreement (including without limitation Section 12 (Confidentiality) limits Silverberry's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

7.Separate Silverberry Expert Program

Entering into this Partnership Agreement does not qualify you as an Silverberry Expert or grant you any related rights. If you are interested in our separate Silverberry Expert program, please contact us at info@Silverberrygenomix.com.

8.No Use Rights; Silverberry Reserved Rights

Only the end user customer of the Products (and its Authorized Users) may use the Products. You are not permitted to use any Products resold under this Partnership Agreement for your own benefit. To the extent that you nevertheless gain any access to the Products, all license restrictions in the Silverberry Customer Agreement apply to you. Notwithstanding anything to the contrary contained in this Partnership Agreement, except for the limited resale right in Section 2 above, Silverberry and its suppliers have and will retain all rights, title and interest (including without limitation all patent, copyright, trademark, trade secret and other intellectual property rights) in and to all Products, service descriptions, documentation, and underlying technology ("Silverberry Technology"), and all copies, modifications and derivative works thereof, including without limitation as may incorporate Feedback. You acknowledge that you are obtaining only a limited right to resell the Products and that irrespective of any use of the words "purchase", "sale" or like terms hereunder no ownership rights are being conveyed to you under this Partnership Agreement or otherwise. If you participate in producing sales and marketing materials, you agree with the terms outline in Exhibit D.

9.Reseller Obligations and Liability

9.1. End User Relationships; Business Practices. You agree not to represent yourself as an agent or employee of Silverberry and agree that we will have primary control over any end user communication regarding the Products once you submit a Reseller Order. You will not make any representations regarding Silverberry, on Silverberry’s behalf, or about any Products without written approval. You agree not to engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Silverberry or its products and agree to comply with all applicable federal, state and local laws and regulations while operating under this Partnership Agreement, including without limitation the U.S. Foreign Corrupt Practices Act and any similar laws or regulations in any applicable jurisdiction. You further agree to comply with all applicable export and import laws and regulations, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users.

9.2. Indemnity. You are fully responsible for all liabilities and expenses of any type whatsoever that may arise on account of your resale of Products. You will indemnify, hold harmless and (at Silverberry’s option) defend Silverberry from and against any claim, loss, cost, liability or damage, including attorneys’ fees, for which Silverberry becomes liable arising from or relating to: (a) any breach or alleged by you of any term of this Partnership Agreement, (b) the issuance by you of any warranty or representation regarding Silverberry or its products or services not specified in the Silverberry Customer Agreement, or (c) any of your other acts or omissions in connection with the marketing or resale of the Products under this Partnership Agreement.

10.Termination

10.1. Termination. We may terminate this Partnership Agreement without cause, or cause. Silverberry has option in its sole direction to terminate the agreement if you materially breach any provision in this Partnership Agreement and fail to cure such breach within five (5) days of written notice of such breach. In addition, either party may terminate this Partnership Agreement for any reason or no reason upon thirty (30) days’ written notice to the other party. Silverberry may also terminate this Partnership Agreement immediately upon notice to you if (a) it ceases to offer the current Reseller program or (b) it reasonably believes that continuing hereunder could result in business or legal liability for Silverberry or otherwise harm Silverberry or its end users. Nonetheless, Silverberry reserves the rights to terminate this agreement with a 30 days notice for no cause.

10.2. Effect of Termination. You expressly agree that Silverberry will have no obligation or liability to you resulting from termination or expiration of this Partnership Agreement in accordance with its terms. Upon termination or expiration of this Partnership Agreement: (a) you must immediately cease identifying yourself as an Silverberry Reseller or Partner and using Silverberry Marks in connection with your resale activities hereunder, (b) you must destroy all Confidential Information in your possession and certify destruction (unless we request that you return such materials to us) and (c) Sections 5 (Payment and Delivery) (but only with respect to Reseller Orders completed during the Term), 6 (Feedback) and 8 (No Use Rights; Silverberry Reserved Rights) through 15 (General) will survive.

11.Changes to Agreement

From time to time, we may modify this Partnership Agreement. The version of this Partnership Agreement in place at the time you submit each Reseller Order is the version that will govern such order. We will use reasonable efforts to notify you of these changes through communications through our website or other forms of communication, but we also suggest that you bookmark this Partnership Agreement and read it periodically.

12.Confidentiality

Except as otherwise set forth in this Partnership Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (as "Receiving Party") from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Silverberry Technology and any performance information relating to the Products shall be deemed Confidential Information of Silverberry without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

13.Silverberry Commitments; DISCLAIMER OF WARRANTIES

For the avoidance of doubt, any and all commitments, indemnities and other terms and conditions offered by Silverberry with respect to use of the Products are made directly by Silverberry to the end user in accordance with the Silverberry Customer Agreement and do not extend to you as a Reseller. We make NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO you as a RESELLER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT.

14. LIMITATION OF LIABILITY

14.1. Waiver of Consequential Damages. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER SILVERBERRY NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

14.2. Liability Cap. TO THE FULLEST EXTENT ALLOWED BY LAW, SILVERBERRY’S AND ITS THIRD-PARTY SUPPLIERS’ ENTIRE LIABILITY UNDER THIS RESELLER AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY RESELLER TO SILVERBERRY IN RESPECT OF THE RESELLER ORDER THAT IS THE SUBJECT OF THIS RESELLER AGREEMENT.

15. Dispute Resolution; Governing Law

15.1. Dispute Resolution; Arbitration. In the event of any controversy or claim arising out of or relating to this Partnership Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach a settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Partnership Agreement shall proceed to binding arbitration under the Rules of Arbitration of the California Chamber of Commerce. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in San Francisco, CA (USA). All negotiations and arbitration proceedings pursuant to this Section 15.1 will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.

15.2. Governing Law; Jurisdiction. This Partnership Agreement will be governed by and construed in accordance with the applicable laws of the State of California, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions of Section 15.1 (Dispute Resolution; Arbitration) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in San Francisco, California, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in San Francisco, California, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, Silverberry may bring a claim for equitable relief in any court with proper jurisdiction.

15.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of this Section 15, nothing in this Partnership Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

17. Government End Users

The Products are commercial computer software. If the user or licensee of the Products is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Partnership Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Products were developed fully at private expense. All other use is prohibited.

18.General

This Partnership Agreement is the entire agreement between you and Silverberry relating to the resale of Silverberry products as described in this Partnership Agreement and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Partnership Agreement. If any provision of this Partnership Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Partnership Agreement may not be modified or amended except as described in Section 11 (Changes to Agreement) or otherwise with the written agreement of Silverberry (which may be withheld in its complete discretion without any requirement to provide reasons). As used herein, "including" (and its variants) means "including without limitation" (and its variants). If either party to this Partnership Agreement breaches any provision of this Partnership Agreement relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Partnership Agreement. No failure or delay by the injured party to this Partnership Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Partnership Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.

Should you have any questions concerning this Partnership Agreement, or if you desire to contact Silverberry for any reason, please contact us.

 

Exhibit A

Affiliate Program

These are the terms and conditions for joining our Affiliate Program. The terms of this agreement are subject to change without prior notice, but we will try to notify you of such changes in advance.

  1. Applying for our Program

You are applying for our Affiliate Program right now. We reserve the right to decline or remove enrollment from our program at our discretion.

  1. Disclosures

The Federal Trade Commission (FTC) has endorsement rules in place for affiliate marketing. In short, they want you to disclose that you have a business relationship with us when you promote and post recommendation about Silverberry. You can read the full FTC rules about affiliate marketing here.

When posting or sharing link so Silverberry Website to use the discount code, you should make it known to your readers and followers that you are affiliated with Silverberry. This declaration should be clear and conspicuous (and reiterated as needed). Again, you can read the FTC rules (and their quick FAQ) here.

  1.  Eligible Leads

Only leads are eligible for commission or referral fee that have been identified by you for the first time, independently and without utilizing Silverberry resources, contacts or other means such as free promotions. Further, you have managed the opportunity by your self from end-to-end until order is placed. Silverberry provides reasonable support and materials or participates in the meetings or presentations when needed to sign up a customer.

 

 

Exhibit B

Sales Appointment Coordinator

A Sales Appointment Coordinator Partner is responsible for initiating contact to potential sales lead, providing basic details of product information and seek customer profile details.

In this role, you are responsible for setting up appointment for in-house sales or VAR reseller. A Reseller can also perform the role of Sales Appointment Coordinator.

As a Sales Appointment Coordinator, you will get paid to connect and secure appointments with contacts at targeted network of B2B customers.

B2B Lead Quality Score & Appointment

New Leads will be attributed a score based on specific profile factors

  • Business Revenue
  • Number of store or service locations
  • Business Type
  • Number of active customer or members

Appointment is defined as a attended phone conference or meeting with a trusted reseller or in-house sales executive

Lead must be represented by someone of significance that has buying decision, such as C-level, VP Procurement/Buying, Buyer

See Exhibit C for the fees.

Exhibit C

Ambassadors: Referral  Fees, Commissions and Discounts

An ambassador is an affiliate that signs up channel partners who have a userbase. The ambassador researches, identifies, contacts and signs up the channel partner or Account. (i.e. a Social Media Influencer, a Personal Trainer, A gym, Clinic, Nutritionist, Retail, etc.). An ambassador actively manages the Account from sign up to start offering Silverberry Products and Services to their users. Silverberry provides non-cash contribution such as support with materials, attending meetings, running demos and other information to sign the agreements.

Reseller Orders

  • Commission for channels signed up by an ambassador customer for 6 Months = 1%
  • Customer exclusivity - 6 months
  • Customer commission can be extended as long as customer is active over the prior 3 months (actively ordering)

Notes:

  • Higher discounts are available for large volumes commitments. Contact your account manager for details.
  • Periodical discounts or promotions to end-users offered by Silverberry will be available to your users as well to be advertised. Promotions cannot be combined with discounts to your end users
  • DNA Kit and Cost of DNA Test are NOT eligible for discounts or referral fees.

Affiliate Marketing Referral

As an Affiliates and upon will sign up, Qualified Affiliates (decided by Silverberry) will be given a unique URL and Discount Code for your followers and network to use and place an order

Notes:

  • DNA Kit and Cost of DNA Test are NOT eligible for discounts or referral fees.

Sales Appointments

Fees for sales appointments are calculated based on leads and their quality.

Lead Quality Score Schedule

A Lead Quality is scored per schedule below:

Lead QualityTypeSize
ARetailer or Large Gym or Large Health/Wellness Services10+ locations and / or

25m+ in annual rev / or 1,000,000+ Online Users

BRetailer or Small Gym / Small Health ServicesMore than 2 locations and / or

5m+ in annual rev, or 500,000+ Users

CSingle location retailer or service providerOne location, or less than 500,000 Users
DIndividual or other lead

Lead Payout

  • Payout

Appointment attended per lead

    • A - $250
    • B - $100
    • C - $50
    • D - $50 if order 10+ units on first order
  • Minimum requirements: 4 leads per month
  • Bonus: Lead buys 100+ units first month (30 days) - $250

Exhibit  D

Release of Rights for Production of Sales and Marketing Materials

I acknowledge that I have read, fully understand, and agreed to the following terms for Silverberry Genomix (“Silverberry”) to design, produce, participate in producing or use audio-video footage and/or transcript of my presentation(s) or appearance in a video or other form of media (photos, voice, referred to my name in texts or trnascripts):

  • Internally, with access limited to Silverberry employees or other people with legitimate access to Silverberry’s company network.
  • Externally, as part of the publicly available Silverberry Video product and other Silverberry services.

I hereby grant Silverberry Genomics Inc. and Silverberry’s partners, affiliates or sublicensees (collectively “Silverberry”) permission to copy, host, index, display, route, reformat, distribute, store, transmit, and perform audio-video footage and/or transcript of my presentation or performance delivered at Silverberry through the internal or external distribution mechanism indicated in the items above.

I grant Silverberry a royalty-free, perpetual, worldwide license to any copyrights, rights of publicity, and any other legal rights necessary in order for Silverberry to make this authorized use of the audio-video footage and/or transcript. I warrant that I have the authority to grant this permission and to make the acknowledgments and consents set forth herein on behalf of myself or my company, to the extent that my company’s permission, acknowledgment or consent is required.

I acknowledge that I will not be paid (nor will my company, if applicable) for use of the audio-video footage and/or transcript of my presentation and hereby relinquish (and with respect to my company, if applicable) any past, present, or future monetary or other claims against Silverberry for this use. I also waive (and with respect to my company, if applicable) any moral rights that I might have in my name, likeness or presentation.

I represent that I am at least 18 years of age; that I am competent to contract in my own name; and that, to the best of my knowledge, material included in my presentation or performance is my own original material or material for which I have all necessary legal rights to grant the authorizations set forth above. I understand that I am free to address any specific questions regarding this release by submitting those questions in writing prior to signing, and I agree that my failure to do so will be interpreted as a free and knowledgeable acceptance of the terms of this release.