Trusted Advisor Program Terms and Conditions

Thank you for participating in the Trusted Advisor Program offered by InvoiceSherpa LLC ("IS"). Please review this agreement ("Agreement") thoroughly. This Agreement contains legal terms and conditions of the Advisor Program between you and IS. By accepting electronically (for example, clicking "I Agree"), you agree to these terms and conditions. If you do not agree to this Agreement, then you may not participate in the Advisor Program.

1. DESCRIPTION OF SERVICES

In consideration of fees paid to you under the terms of this Agreement, you may, during the term of this Agreement, inform third-parties in regard to the nature and type of services provided by InvoiceSherpa by using such means as determined in your discretion (subject to the limitations set forth below) and by using such marketing materials and InvoiceSherpa information as may be provided by InvoiceSherpa to you. InvoiceSherpa will provide you with a unique InvoiceSherpa URL address for your use in directing third-parties to InvoiceSherpa's web site, which is InvoiceSherpa's sole sales source of InvoiceSherpa Services ("InvoiceSherpa Affiliate URL"). InvoiceSherpa will use the InvoiceSherpa Affiliate URL to track sales made to third-parties as a result of your referral. Unless explicitly and specifically approved in writing by InvoiceSherpa in marketing InvoiceSherpa under the terms of this Agreement, you may not place web site links to the InvoiceSherpa website or to the InvoiceSherpa website content in unsolicited email and other types of "spam". You must market InvoiceSherpa in such a manner that a third-party is knowingly forwarded to the InvoiceSherpa web site when using any link to the InvoiceSherpa Affiliate URL. You may not provide third-parties with any information regarding the delivery and costs of InvoiceSherpa Services unless specifically approved by InvoiceSherpa in advance and in writing.

2. PAYMENT FOR SERVICES

InvoiceSherpa will pay you a fee equal to twenty percent (20%) of the subscription revenue received by InvoiceSherpa for the initial twelve (12) months for each third-party that activates an account for InvoiceSherpa Services through your InvoiceSherpa Affiliate URL and/or your customized InvoiceSherpa coupon code ("Affiliate Fee"). After the initial twelve (12) months, no Affiliate Fee will be earned by you. InvoiceSherpa will pay you any earned Affiliate Fees within 30 days of the end of each calendar quarter. If the total Affiliate Fee to be paid to you is less than two hundred and fifty dollars ($250) at the end of each calendar quarter, InvoiceSherpa reserves the right to postpone payment to the Affiliate until the amount to be paid is greater than two hundred and fifty dollars ($250). You acknowledge and agree that if you refer a third-party to utilize InvoiceSherpa Services and the third-party subscribes to such services through any means other than through your InvoiceSherpa Affiliate URL and/or your customized InvoiceSherpa coupon code, you will not receive any Affiliate Fee for such subscription and you will never receive an Affiliate Fee or other compensation from InvoiceSherpa based on such subscription or any other InvoiceSherpa Services subscriptions or purchases by said third-party. Additionally, you acknowledge and agree that you will not receive any Affiliate fees for any third-party referrals to utilize InvoiceSherpa Services that are sourced through any coupon website (e.g., RetailMeNot.com).

3. TERM/TERMINATION

This Agreement is valid on a month-to-month basis and may terminated by either party upon 30-days written notice to the other party.

4. RELATIONSHIP OF PARTIES

It is understood by you and InvoiceSherpa that you are an independent contractor with respect to InvoiceSherpa and not an employee of InvoiceSherpa. InvoiceSherpa will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for your benefit.

5. CONFIDENTIALITY

You will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate in any manner any information that is proprietary to InvoiceSherpa, including any information, materials or knowledge regarding InvoiceSherpa and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to you or to which you have access in connection with performing Services. Such confidential information will not include information that is or becomes part of the public domain through no fault of your own or information that you rightfully receive from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. You will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, you will return to InvoiceSherpa all record, notes, documentation and other items that were used, created or controlled by you during the term of this Agreement.

6. ENTIRE AGREEMENT

This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written.

7. SEVERABILITY

If any provision of this Agreement shall be held to be invalid, unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

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