Partner Program Terms

PARTNER PROGRAM AGREEMENT

BY AGREEING TO THE TERMS AND CONDITIONS SET FORTH HEREIN, YOU SUBMIT TO INSPIRA FINANCIAL CO., A WASHINGTON CORPORATION (”INSPIRA”), AN OFFER TO PARTICIPATE IN INSPIRA’S PARTNER PROGRAM UNDER THE PROVISIONS OF THIS PARTNER PROGRAM AGREEMENT (THE “AGREEMENT”).

BY CLICKING THE “I AGREE” BUTTON OR BY REFERRING A LEAD TO INSPIRA, YOU HEREBY AGREE THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THE PERSON AND/OR ENTITIE(S) (COLLECTIVELY, THE “PARTNER”) WISHING TO PARTICIPATE IN THE RESELLER PARTNER PROGRAM. IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE PERSON AND/OR ENTITY OR YOU OR THE PERSON/ENTITY DO NOT AGREE TO ANY OF THE TERMS BELOW, INSPIRA IS UNWILLING TO ALLOW YOU TO PARTICIPATE IN THE PARTNER PROGRAM, AND YOU SHOULD NOT CLICK TO ACCEPT THE TERMS OF THIS AGREEMENT.

1.0 SCOPE OF AGREEMENT. This Agreement sets forth the terms and conditions pursuant to which Partner will participate in Inspira’s Partner Program through which Partner may, but is not obligated to, refer third parties (each a “Lead”) to Inspira for purposes of acquiring Inspira products (“Products”). Partner will be compensated for purchases by Leads as set forth herein.

2.0 APPOINTMENT AND AUTHORITY.

2.1 Non-exclusive Appointment. Effective upon Inspira’s notice of acceptance of Partner’s application to the Partner Program, Inspira appoints Partner, and Partner hereby accepts such appointment, as Inspira’s non-exclusive representative under the terms and conditions set forth herein. In such capacity, Partner will have the right to promote and discuss with Leads those Products authorized in advance by Inspira in writing. Inspira will have the right to update such authorized Products upon written notice.

2.2 Description of Authority. Partner’s authority under this Agreement shall be limited to: (a) providing Leads to Inspira for the purpose of Inspira soliciting third parties for the Products, (b) providing descriptions and information about the Products to potential Leads in accordance with the provisions of this Agreement, and (c) performing the tasks listed in Section 4.0 or such other tasks as the parties shall mutually agree upon in writing in advance. Partner shall not have the authority to make any commitments or agreements or to incur any liabilities whatsoever on behalf of Inspira, nor shall Inspira be liable for any acts, omissions to act, contracts, commitments, promises, or representations made by Partner.

2.3 Collateral. In conjunction with referring Leads to Inspira, Partner shall have the authority to provide such Leads with a high-level product description, sales and marketing brochures, and other collateral material supplied to Partner by Inspira, if any, or specifically approved by Inspira in advance in writing (“Collateral”). Inspira shall have no obligation to provide such Collateral, and Partner shall have no right to make any changes, additions, or other modifications to such Collateral, if any is provided.

3.0 LOGO USAGE. Partner hereby grants, and Inspira hereby accepts, a non-exclusive, non- transferable, non-sublicenseable, non-assignable, royalty-free license to use Partner’s name, logo, tagline, or other type of designation (“Partner Marks”), in accordance with its usage guidelines which may be provided to Inspira from time to time, for purposes of marketing that Partner is a partner under this Agreement. Inspira is under no obligation to include or maintain the display of any such marks. Inspira acknowledges that Partner Marks are owned solely and exclusively by Partner or its affiliated licensor. Inspira hereby acknowledges and agrees that, except for the limited usage rights set forth herein, Inspira has no right, title or interest in or to Partner Marks and that all use of the Partner Marks by Inspira shall inure exclusively to the benefit of Partner.

4.0 OBLIGATIONS OF PARTNER.

4.1 Registration of Lead. In order to be eligible to receive an Origination Fee for each Lead, Partner shall register each Lead with Inspira within seven (7) days of each Lead submitting its information to Inspira, such registration to be accomplished by sending an email identifying each Lead to referral@inspira-financial.com  (or as updated by Inspira from time to time in its sole discretion).

4.2 Information. Upon request, Partner shall discuss each Lead in detail with Inspira and shall provide Inspira with all relevant non-confidential information it has regarding each Lead and the relevant commercial market conditions. Upon Inspira’s request, Partner agrees to actively introduce Inspira to the Lead by arranging a meeting, conference call, or other means of communication with the Lead.

4.3 No Guarantees. Partner shall not make representations, warranties, or any other type of guarantees concerning Products.

4.4 Compliance with Policies. Partner shall abide by the applicable policies and procedures of Inspira as in effect from time to time and as communicated to Partner.

4.5 Further Assistance. Partner shall furnish such other assistance as Inspira may from time to time reasonably request.

5.0 OBLIGATIONS OF INSPIRA.

5.1 Application Information. Inspira shall supply Partner with a URL to which it can send each Lead so that such Lead can either submit or download with instructions on how to submit an application. Currently, such URL is located at www.inspira-financial.com/apply-now/.

5.2 Acceptance. Inspira may, in its sole discretion, either accept or decline any Lead submitted by Partner. Once accepted, a Lead is deemed a “Qualifying Lead” for purposes of this Agreement.

6.0 TERMS OF CREDIT. Inspira shall determine the terms and conditions (including without limitation interest rates and fees) pursuant to which it may offer the Products to Qualifying Leads in a credit agreement to between Inspira and such Qualifying Lead (the “Credit Agreement”). Partner shall not negotiate or offer to negotiate any terms of the Credit Agreement on behalf of Inspira.

7.0 PAYMENT TERMS.

7.1 Origination Fee. Subject to the terms and conditions of this Agreement, for each Qualifying Lead that enters into a Credit Agreement with Inspira, Inspira shall pay Partner an origination fee in accordance with the current Partner Program Plan described in Exhibit A (the “Origination Fee”). Partner will receive no consideration for any chargers or fees collected by Inspira. Except as provided herein, Partner shall not be entitled to any fees or payments by Inspira with respect to such Qualifying Lead, regardless of (a) the terms of the Credit Agreement between Inspira and such Qualifying Lead, (b) any renewal of the Credit Agreement between Inspira and such Qualifying Lead, or (c) whether Inspira enters into subsequent agreements with such Qualifying Lead.

7.2 Payment Terms. Within thirty (30) days following the end of Inspira’s fiscal quarter in which an Origination Fee is earned by Partner as described in Exhibit A, Inspira shall pay to Partner such Origination Fees earned by Partner. All Origination Fees shall be paid in US Dollars.

7.3 Exceptions. No Origination Fees shall be paid (a) if Partner provides to Inspira any incorrect or misleading information about the Lead or fails to register the lead in strict compliance with this Agreement, (b) for any Lead that is a then-current customer or was previously a customer of Inspira or its affiliates, distributors, or resellers, (c) for any Lead with whom Inspira or its affiliates, distributors, or resellers had substantive contact prior to Partner’s registration of such Lead, (d) if a Lead does not execute a Credit Agreement with Inspira for the provision of Products within three (3) months after Inspira’s receipt of Partner’s registration of such Lead, or (e) for the provision of any services or products other than the those described in the Credit Agreement.

7.4 Payment upon Termination. Subject to this Section 7.0, following termination of this Agreement, Inspira shall pay Partner, in accordance with its standard payment practices, the Origination Fees for any Qualifying Leads earned on or before the effective date of termination. Except as provided in this Section 7.4, Inspira shall have no obligation to pay Origination Fees to Partner after the effective date of termination.

7.5 Expenses. Partner shall be responsible for all expenses incurred by it in connection with the implementation and performance of its duties and obligations under this Agreement, including, but not limited to: expenses incurred in fulfilling its duties and responsibilities as provided in Section 4.0; compensation, bonuses, and benefits, if any, for its personnel; costs and expenses associated with establishing and maintaining its sales organization and offices; advertising, and promotion expenses; and any and all taxes, fees, duties, tariffs, or charges which may be imposed on Partner under applicable law.

7.6 Multiple Referrals. In the event that two or more authorized representatives of Inspira, for any reason whatsoever, claim a Origination Fee or commission for the same Qualifying Lead, Inspira reserves the right to award the Origination Fee to one of the representatives or to divide the Origination Fee among the representatives in such proportions as Inspira shall determine to be equitable, and its decision to do so and the manner in which it does shall be final and binding on all parties involved. In no case shall the total amount of Origination Fees paid with regard to any such Qualifying Lead exceed the maximum Origination Fee that could be earned if only one representative were responsible for the Qualifying Lead.

8.0 INSPIRA TRADEMARKS; MATERIALS. Subject to the terms and conditions in the Agreement, Inspira hereby grants, and Partner hereby accepts, a non-exclusive, non- transferable, non-sublicenseable, non-assignable, royalty-free license to use Inspira’s name, logo, tagline, or other designation displayed within the Materials (“Inspira Marks”), in accordance with its usage guidelines which may be provided to Partner from time to time, solely for purposes of marketing the Products to Leads as further described herein; provided, however, that Partner shall provide Inspira with samples of each use of Inspira Marks prior to such use and shall refrain from all uses that Inspira informs Partner are undesirable or detrimental to Inspira’s investment in such Inspira Marks. Products and Collateral (including all components, subsequent versions, modifications, corrections, and enhancements thereof made available by Inspira hereunder) are deemed “Materials” as defined in the Agreement. Partner acknowledges that Inspira Marks are owned solely and exclusively by Inspira or its affiliated licensor(s). Partner hereby acknowledges and agrees that, except for the limited usage rights set forth herein, Partner has no right, title or interest in or to Inspira Marks and that all use of the Inspira Marks by Partner shall inure exclusively to the benefit of Inspira.

9.0 OWNERSHIP; PUBLICITY. As between the parties, subject to any license expressly granted by Inspira under this Agreement or an Addendum, Inspira and its suppliers will retain all right, title, and interest in and to the Inspira Marks, Inspira Confidential Information (defined below), and the Materials, including all modifications to or derivative works of the foregoing and all intellectual property and proprietary rights incorporated into or related to the foregoing (collectively, “Inspira IP”). All rights not expressly licensed by Inspira under this Agreement are reserved. Partner will not directly or indirectly obtain or attempt to obtain at any time any right, title, or interest by registration or otherwise in or to the Inspira Marks. Partner acknowledges that the goodwill associated with the Inspira Marks belongs exclusively to Inspira and, upon request, Partner will promptly modify or cease its use of any Inspira Marks. Partner will not take any action inconsistent with the terms and conditions of this Agreement. To the extent that Partner obtains any ownership interest in or to any derivative work or modification to the Materials, Partner hereby assigns to Inspira all right, title, and interest in and to such derivative works and/or modifications. Inspira may issue press releases from time to time pertaining to the relationship created by the parties hereunder and/or a particular transaction hereunder.

10.0 DISCLAIMER OF WARRANTIES. WITH THE EXCEPTION OF ANY EXPRESS WARRANTIES OFFERED BY INSPIRA UNDER THIS AGREEMENT OR A SPECIFIC ADDENDUM, ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND THOSE THAT MAY ARISE FROM ANY COURSE OF DEALING OR PERFORMANCE, ARE HEREBY DISCLAIMED.

11.0 INDEMNIFICATION.

11.1 By Inspira. Inspira will defend any action brought by third parties against Partner based on claims, demands and/or causes of action (collectively “Claim(s)”) that the Materials (i) infringe or misappropriate any third party’s copyright, trademark, moral right, or trade secret or (ii) caused a physical injury to any third party. Inspira will pay any Inspira-approved settlement or final award against Partner based on such Claims unless it is found that the infringement or injury arises from Partner’s acts or omissions (including any breach of this Agreement by Partner). In such a case, Partner shall pay any settlement or final award against it and shall reimburse Inspira for all defense expenses.

11.2 By Partner. Partner will defend any action brought by third parties based upon Claims arising from (a) Partner’s activities under this Agreement, (b) any unauthorized guarantees or warranties regarding the Materials, (c) any breach of this Agreement, or (d) Partner’s obligations under this Agreement, and Partner will pay any settlement or final award against Inspira based on the foregoing Claims.

11.3 Procedure. The party seeking indemnity will give the indemnifying party prompt notice of any Claim and provide reasonable assistance to the indemnifying party in the defense of the Claim. Inspira may choose, in its sole discretion, to assume control over any litigation or settlement for any Claim involving the Materials. Further, Partner will not discontinue or settle any claim in a manner that does not unconditionally release Inspira without Inspira’s prior written consent.

11.4 Limitation. Section 11.0 states Partner’s sole and exclusive remedy, and Inspira’s sole and exclusive liability, for any intellectual property infringement.

12.0 LIMITATIONS ON LIABILITY. IN NO EVENT SHALL INSPIRA BE LIABLE TO PARTNER, END USERS, OR TO ANY THIRD PARTY, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER OR NOT INSPIRA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INSPIRA’S AGGREGATE CUMULATIVE LIABILITY TO PARTNER, END USERS, AND THIRD PARTIES IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED, REGARDLESS OF WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, THE LESSER OF $10,000.00 OR THE ORIGINATION FEES ACTUALLY PAID BY INSPIRA TO PARTNER UNDER THIS AGREEMENT DURING THE PRECEDING TWELVE (12) MONTHS.

13.0 TERM. This Agreement shall commence on the Agreement Effective Date and shall remain in effect for the balance of the calendar year in which it was entered into, at which point it expires naturally. Should the parties continue to perform under this Agreement in any subsequent calendar year(s), the Origination Fees earned by Partner shall be subject to that calendar year’s plan under the then-current terms and conditions of Inspira’s partner program. This Agreement may be terminated by either party upon writing notice. Termination of the Agreement for any reason shall not affect obligations that have accrued as of the date of termination. Sections 3.0, 4.3, 6.0, 7.4, 7.6, 9.0, 10.0, 11.0, and 12.0 shall survive termination or expiration of the Agreement; otherwise, all rights and obligations of the parties under this Agreement shall terminate upon any such termination or expiration.

14.0 EFFECT OF AGREEMENT. Except as expressly provided in this Agreement, all terms and conditions of the Agreement shall remain in full force and effect and nothing shall be deemed to waive or modify any provisions of the Agreement. In the event of any express conflict between any other agreement and this Agreement, this Agreement shall govern. This Agreement may be amended only by a written document signed by both parties, or as provided for under Section 13 above.


 EXHIBIT A

Inspira Financial 2016 Partner Program: Description and Benefits

Description:

  • You refer: Partner introduces Inspira to qualified potential borrowers.
  • We Underwrite: Inspira underwrites the loan application, answering all questions directly with potential borrowers along the way.
  • We Both Win: If borrower closes on a Revolving Line of Credit (RLOC) with Inspira, Partner receives Origination Fees as follows:

— 50% of Inspira’s First Year Facility Fee on RLOCs

Benefits:

  • Leverage the Inspira brand to expand your portfolio of services to customers you could not otherwise service.
  • Increase value proposition to your clients and potential clients with no incremental investment on your part.
  • Generate incremental income from your existing and potential clients without fear of losing those client relationships.

Partner must register deals by emailing referral@inspira-financial.com within seven (7) days of each potential borrower submitting its information to Inspira at www.inspira-financial.com/apply-now/ (or at such URLs as may be updated by Inspira from time to time in its sole discretion).

If a borrower materially defaults during the first ninety (90) days after Inspira, or an affiliated entity of Inspira to which Inspira has referred the client, loans the funds and fails to cure the default within five (5) days of receiving notice of the default, Partner will not be paid a commission for the transaction.  If the commission has already been forwarded to Partner, Inspira shall either request a refund from Representative, which must be paid in full within thirty (30) days of such request, or may agree to apply a credit against future commissions.


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