PARTNER AGREEMENT between Volacci (“we” or “Volacci”) and the Partner (“you” or “Partner”).

1. AGREEMENT MECHANICS
This Partner Agreement establishes a relationship between us so that you may, at your option, refer customers to Volacci for Search Engine Optimization (“SEO”) services. The attached Partner Agency Fee Schedule to this Partner Agreement will define your compensation for referrals. This Agreement also defines our respective rights to use each other’s name and logos, in our marketing efforts related to this Agreement.

2. LEVEL OF PARTICIPATION
You may make referrals on a routine and substantial basis, or only occasionally. This Partner Agreement establishes those general terms that apply at all levels of participation in Volacci’s Partner Program.

3. MARKETING/PUBLICITY
You may, at your option, market Volacci’s SEO services. However, you may use only the information and materials provided by Volacci for that purpose unless we have reviewed your materials in advance and given written consent. You may not use Volacci’s name in any bulk email whatsoever unless we have given our advance written consent. We may terminate this Agreement if any meaningful spam complaints naming Volacci result from your marketing activities. In addition, you must conduct your activities in compliance with applicable laws and regulations, and you must not misrepresent Volacci’s services or fees. Any marketing activities you undertake will be at your sole expense unless otherwise agreed in advance in writing.

We may, at our option, market your products or services in compliance with your guidelines and instructions communicated to us from time to time. Any marketing activities we undertake will be at our sole expense unless otherwise agreed in advance in writing.

Except for the links described in Section 4 (License to Use Marks) below, neither of us may issue any press release or other publicity regarding our relationship without the other’s advance written consent.

Neither of us may disparage the other in any manner or engage in any conduct that is harmful to the reputation of the other.

4. LICENSE TO USE MARKS
Each of us wishes to fully protect our rights in our respective names, logos, trademarks, trade names, domain names, and other identifying indicia (“Marks”). Therefore, we each authorize each other to use our respective Marks only in the very specific ways that we state in this Section or in the specific ways that we may subsequently authorize in writing.

Partner’s use of Volacci Marks: You may: (i) establish a hypertext link from your web site identified on Partner Information Form, Partner Information attached (the “Partner Web Site”) to
www.Volacci.com (the “Volacci Web Site”) and use Volacci’s name and approved domain name solely for the purpose of displaying this link, (ii) use the “Volacci Partner” logo provided by Volacci on the Partner Web Site, and (iii) use the Volacci Marks as part of your use of any Volacci provided marketing materials or information on which the Marks are reproduced.

5. MISCELLANEOUS.
Neither party grants the other any rights to any of its intellectual property except for the license to use the Marks described in Section 4 (License to Use Marks) above. Each party shall retain all right, title, and interest in and to its intellectual property, including intellectual property that it may develop during the term of the Agreement. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement. A party’s waiver of any of its rights under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The use of the word “including” in the Agreement shall be read to mean “including without limitation.” Any documents signed in connection with the Agreement may be signed in multiple counterparts, which taken together will constitute one original. Facsimile signatures, signatures on an electronic image (such as .pdf or .jpg format), and electronic signatures shall be deemed to be original signatures. There are no third party beneficiaries to the Agreement. In the event any term of this Agreement is held unenforceable by a court having jurisdiction, the remaining portion of the Agreement will remain in full force and effect, provided that the Agreement without the unenforceable provision(s) is consistent with the material economic incentives of the parties leading to the Agreement.

6. FINAL AGREEMENT
This Agreement is the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replaces any prior agreement, understanding or communication, written or oral.