Icey-Tek Referral Partner Program Agreement

ICEY-TEK USA LLC Marketing Referral Partner Program Agreement

Last Modified: JUNE 15, 2019

PLEASE READ THIS MARKETING REFERRAL PARTNER PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the “Referral Partner”) and us (“ICEY-TEK USA LLC”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.

The Marketing Referral Partner Program Agreement applies to your participation in our Marketing Referral Partner Program (the “Referral Partner Program”). These terms are so important that we cannot have you participate in our Referral Partner Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Referral Partner Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

“ICEY-TEK Business Affiliate” means a company owned, operated, or controlled by ICEY-TEK USA LLC.

“ICEY-TEK Marketing Referral Partner” means the business, individual, or entity applying to or participating in the ICEY-TEK USA LLC Marketing Referral Partner Program, or that displays ICEY-TEK’s products and Services and/or promotions on its website, or other means, using a Referral Partner tracking code in exchange for receiving a commission from ICEY-TEK USA LLC for sales directly resulting from such display

“Referral Partner Program” means our marketing Referral Partner program as described in this Agreement.

“Referral Partner Lead” means a customer prospect who clicks on the Referral Partner Link that we have made available to you via the Referral Partner Tool.

““Referral Partner Link” means the unique tracking link you place on your site or promote through other channels.

“Referral Partner Policies” means the policies applicable to Referral Partners which we may make available to you from time to time.

“Referral Partner Tool” means the tool that we make available to you upon your acceptance into the Referral Partner Program and for you to use in order to participate in the Referral Partner Program.

"Agreement" means this Marketing Referral Partner Program Agreement and all materials referred or linked to in here.

“Commission” means an amount described on the Program Policies Page for each Customer Transaction.

“Customer” means the authorized actual user of the ICEY-TEK Products who has purchased the ICEY-TEK products after being a Referral Partner Lead.

“Customer Transactions” means those transactions by Referral Partner Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.

"Customer Data" means all information that Customer submits or collects via the ICEY-TEK Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the ICEY-TEK Products.

"ICEY-TEK Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our digital properties.

“ICEY-TEK Products” means hard goods sold by ICEY-TEK USA LLC.

“Program Policies” means the policies and terms laid out in and communicated through the Referral Partner Tool.

"We", "us", “our”, and “ICEY-TEK” means ICEY-TEK USA LLC.

“You” and “Referral Partner” means the party, other than ICEY-TEK, entering into this Agreement and participating in the Referral Partner Program.

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products of third parties.

Referral Partner Acceptance

Once you complete an application to become a Referral Partner, we will review your application and notify you whether you have been accepted to participate in the Referral Partner Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. If we do not notify you that you are accepted to participate in the Referral Partner Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Referral Partner Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.

You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

Customer Transactions

Referral Partner Program Limits. Each accepted Referral Partner Lead will expire 90 days from the date the Referral Partner Lead clicked on the Referral Partner Link that was made available by you. We will pay you Commission for each new Customer who completes a Customer Transaction after clicking on a Referral Partner Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The Referral Partner will receive Commission for the initial user purchase only. The Referral Partner will not be entitled to receive Commission on any additional purchases of ICEY-TEK Products by that same Customer.
Eligibility. To be eligible for Commission (i) a Referral Partner Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred (iii) All transactions must occur on the ICEY-TEK.com domain. You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or ICEY-TEK Referral Partners; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Referral Partner Link, in violation of any Referral Partner Program Policies that we make available to you, misuse of the Referral Partner Tool or by any other means that we deem to breach the spirit of the Marketing Referral Partner Program, or (v) the Customer participates in any of our partner programs, including our Sales Referral Partner Program or Sales Partner Program and is eligible to receive commission in relation to the Customer Transaction under any of these programs. If at any point you are eligible to receive a revenue share payment under the Sales Partner Program Agreement, Sales Referral Program Agreement or Agency Partner Program Agreement that payment amount will not change based on your participation in the Referral Partner Program. For example, you will not be able to receive the Commission set out in this Agreement on any Partner Transaction that was completed whilst participating as a partner in the Sales Referral Partner Program (as defined in the Sales Referral Partner Program Agreement). In competitive situations with other Referral Partners, we may elect to provide the Commission to the Referral Partner that we deem to be the most eligible for Commission, at our discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time. Purchases via ICEY-TEK USA LLC Wholesale/Dealer Partner Discounts may not be eligible for commissions.
Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Referral Partner Leads generated by the Referral Partner Link that we make available to you and are accepted by ICEY-TEK USA LLC. An Referral Partner Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept a Referral Partner Lead in our reasonable discretion. If an Referral Partner Lead does not purchase an ICEY-TEK Product within the time period described on the Program Policies Page) of their first click on the Referral Partner Link, you will not be eligible for a Commission payment, even if the Referral Partner Lead decides to purchase after the time period has expired. A Referral Partner Lead is not considered valid if it’s first click on the Referral Partner Link is after this Agreement has expired or terminated. Engagement with Prospects. Once we have received the Referral Partner Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Referral Partner Lead is valid. If an Referral Partner Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Referral Partner Lead. Any engagement between ICEY-TEK and an Referral Partner Lead will be at ICEY-TEK USA LLC’s discretion.
Commission and Payment. Requirements for Payment; Forfeiture. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Referral Partner application process); (ii) completed all steps necessary to create your account in the Referral Partner Tool in accordance with our directions, (iii) have a valid and up-to-date PayPal account and updated the Referral Partner Tool with such account information (iv) completed any and all required tax documentation in order for ICEY-TEK USA LLC to process any payments that may be owed to you.
Commission Payment. We, or an ICEY-TEK USA LLC Business Affiliate, will pay the Commission amount due to you within the time period specified in our Referral Partner Program Policy for which you become eligible for according to the Eligibility section above. We will pay the Commission in U.S. Dollars. We will not pay more than one Commission payment or other similar referral fees on any given Customer Transaction (unless we choose to in our discretion).
Taxes. You are responsible for payment of all taxes applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
Commission Amounts. We reserve the right to alter or change the Commission amount. We will post all information regarding the Commission amount on the Program Policies Page.

Training and Support

Referral Partner Training and Support. We may make available to you, without charge, various webinars and other resources made available as part of our Referral Partner Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Referral Partner Program benefits or offerings at any time without notice.

Trademarks and other Intellectual Property (IP)

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Referral Partner Marks”) in connection with the Referral Partner Program and this Agreement.

During the term of this Agreement, in the event that we make our trademark available to you within the Referral Partner Tool, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Referral Partner Program and this Agreement; and (iii) immediately comply if we request that you discontinue use.

Except as permitted herein or otherwise in a specific written agreement between you and ICEY-TEK USA LLC, you shall NOT AND ARE NOT AUTHORIZED to

Use the ICEY-TEK, ICEY-TEK USA trademark, name, or any variations or misspellings thereof or other term or terms confusingly similar to any of the foregoing (collectively ICEY-TEK USA LLC’s Intellectual Property (IP)) without ICEY-TEK USA LLC’s express PRIOR written permission;
USE ICEY-TEK USA LLC’s IP in a domain or website name, in any bids for keywords or GOOGLE ADWORDS (or similar programs at other search engines), In any search engine advertising (paid or otherwise), In any metatags, GOOGLE ADWORDS (or similar programs at other search engines), keywords, advertising, search terms, code, or otherwise;
Act in any way that causes or creates or could cause or create any "INITIAL INTEREST CONFUSION" over the use of ICEY-TEK USA LLC’s IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF ICEY-TEK USA LLC’s IP in any manner, other than as expressly permitted in writing shall constitute unlawful infringement of ICEY-TEK USA LLC’s Intellectual Property Rights, and may subject you to claims for damages (including potential treble damages for knowing or willful infringement), and the obligation to pay ICEY-TEK USA LLC’s legal fees and costs in connection with any action or proceeding in which ICEY-TEK USA LLC seeks to enforce its rights under this agreement or with regard to any of ICEY-TEK USA LLC’S intellectual property rights.

Confidentiality

As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) ICEY-TEK customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

Opt Out and Unsubscribing

You will comply promptly with all opt-out, unsubscribe, "do not call" and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt-out, unsubscribe, "do not call" and "do not send" requests.

Term and Termination

Term. This Agreement will apply for as long as you participate in the Referral Partner Program until terminated.
Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our Referral Partner, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Sales Solution Program Agreement, Sales Referral Program Agreement or Agency Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Referral Partner Tool that we make available to you for your participation in the Referral Partner Program. Upon termination or expiration, an Referral Partner Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Referral Partner Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.

Referral Partner Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Referral Partner Program and to provision ICEY-TEK with Referral Partner Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Referral Partner Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Referral Partner Marks.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Referral Partner Program (for example, by clearly stating you are a ICEY-TEK Referral Partner on any website(s) you own where you make an Referral Partner Link available); (ii) you will accurately provide in the Referral Partner Tool all websites and domains you own where you intend to use Referral Partner Links to generate Referral Partner Leads; (iii) you will not purchase ads that direct to your site(s) or through an Referral Partner Link that could be considered as competing with ICEY-TEK’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Referral Partner Link to purchase ICEY-TEK products for yourself.

Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and Referral Partners) by a third party not Referral Partnerd with us to the extent that such Action is based upon or arises out of (a) your participation in the Referral Partner Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Referral Partner Tool, or (e) our use of the Referral Partner Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers; Limitations of Liability

Disclaimer of Warranties. WE AND OUR BUSINESS AFFILIATE COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE ICEY-TEK PRODUCTS, ICEY-TEK CONTENT, THE REFERRAL PARTNER PROGRAM OR THE REFERRAL PARTNER TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE REFERRAL PARTNER TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE ICEY-TEK PRODUCTS AND REFERRAL PARTNER TOOL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE ICEY-TEK PRODUCTS AND THE REFERRAL PARTNER TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
Cookie Duration. COOKIES USED AS PART OF THIS REFERRAL PARTNER PROGRAM HAVE A 90 DAY DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, ICEY-TEK SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

Non-Solicitation

You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.

General

Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Referral Partner Tool and we will let you know by email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Tennessee, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue, and jurisdiction of such action shall be in the state and federal courts in Nashville, Tennessee.
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; an act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other events outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
Compliance with Applicable Laws. You shall comply and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the ICEY-TEK Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the ICEY-TEK Products to prohibited countries or individuals or permit the use of the ICEY-TEK Products by prohibited countries or individuals.
Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party) and will be deemed delivered as of the date of actual receipt.

To ICEY-TEK USA LLC.: ICEY-TEK USA LLC., 24290 US 70, Huntingdon, TN 38344 United States Attention: Chief Operations Officer

To you: your address as provided in our Referral Partner account information for you.

We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

Entire Agreement. This Agreement is the entire agreement between us for the Referral Partner Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the ICEY-TEK Products or digital properties or dependent on any oral or written public comments made by us regarding future functionality or features of the ICEY-TEK Products or digital properties. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any Referral Partner or in the event of a merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Program Policies Page. We may change the Program Policies from time to time. Your participation in the Referral Partner Program is subject to the Program Policies, which are incorporated herein by reference

No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the ICEY-TEK Products, our trademarks, or any other property or right of ours.

Sales by ICEY-TEK USA LLC. This Agreement shall in no way limit our right to sell the ICEY-TEK Products, directly or indirectly, to any current or prospective customers.

Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.

Exhibit A

ICEY-TEK USA LLC – GDPR Data Processing Addendum (Referral Partners)

This Data Processing Addendum ("Addendum") sets out the terms that apply as between ICEY-TEK and Marketing Referral Partner when processing EEA personal data in connection with the Marketing Referral Partner Program. This Addendum forms part of the Marketing Referral Partner Program Agreement. Capitalized terms used in this Addendum shall have the meanings given to them in the Marketing Referral Partner Program Agreement (the "Agreement") unless otherwise defined in this Addendum.

Definitions: (a) "controller," "processor," "data subject," and "processing" (and "process") shall have the meanings given to them in Applicable Data Protection Law; (b) "Applicable Data Protection Law" means any and all applicable privacy and data protection laws and regulations applicable to the Personal Data in question, including, where applicable, EU Data Protection Law (in each case, as may be amended, superseded or replaced from time to time); (c) "EU Data Protection Law" means: (i) the EU General Data Protection Regulation (Regulation 2016/679) ("GDPR"); and (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to clause (i) or (ii); and (d) "Personal Data" means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data under Applicable Data Protection Law.
Purposes of processing. The parties acknowledge that in connection with the Marketing Referral Partner Program, each party may provide or make available to the other party Personal Data. Each party shall process such data: (i) for the purposes described the Agreement; and/or (ii) as may otherwise be permitted under Applicable Data Protection Law.
Relationship of the parties. Each party will process the copy of the Personal Data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt and without prejudice to the foregoing, ICEY-TEK shall be an independent controller of any Personal Data that it receives or shares with Referral Partner in connection with the Marketing Referral Partner Program.
Compliance with the law. Each party shall separately comply with its obligations under Applicable Data Protection Law and this Addendum when processing Personal Data. Neither party shall be responsible for the other party's compliance with Applicable Data Protection Law. In particular, each party shall be individually responsible for ensuring that its processing of the Personal Data is lawful, fair and transparent, and shall make available to data subjects a privacy statement that fulfills the requirements of Applicable Data Protection Law.
International transfers. Where Applicable Data Protection Law in the European Economic Area ("EEA"), and/or its member states, United Kingdom and/or Switzerland (collectively for the purposes of this Addendum, the "EU'), applies to the Personal Data ("EU Personal Data"), neither party shall process any EU Personal Data (nor permit any EU Personal Data to be processed) in a territory outside of the EU unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. To the extent a Marketing Referral Partner transfers EU Personal Data to ICEY-TEK and ICEY-TEK is located in a territory outside the EU that does not provide adequate protection for Personal Data (as determined by Applicable Data Protection Law), ICEY-TEK USA LLC agrees to abide by and process such EU Personal Data in accordance with the Standard Contractual Clauses for Controllers as approved by the European Commission and available at http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915 (as amended, superseded or updated from time to time) ("Model Clauses"), which are incorporated by reference in, and form an integral part of, this Addendum. ICEY-TEK USA LLC agrees that it is a "data importer" and the Marketing Referral Partner is the "data exporter" under the Model Clauses (notwithstanding that ICEY-TEK USA LLC may be an entity located outside of the EEA).
Security: Each party shall implement and maintain all appropriate technical and organizational measures to protect any copies of the Personal Data in their possession or control from (i) accidental or unlawful destruction, and (ii) loss, alteration, or unauthorized disclosure or access (a "Security Incident") and to preserve the security and confidentiality of such Personal Data. Each party shall notify the other party without undue delay on becoming aware of any breach of EU Data Protection Law/Applicable Data Protection Law.