PARTNERSHIP AGREEMENT

WHEREAS the Agency provides digital marketing services to clients, and the Referral Partner desires to refer clients to the Agency in exchange for a referral fee; and

WHEREAS, the parties desire to set forth the terms and conditions of their partnership.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

Referral Program

The Agency and the Referral Partner agree to enter into a referral program (the “Program”) pursuant to which the Referral Partner will refer potential clients to the Agency. The Referral Partner will sign up for the Program via a form on the Agency’s website. For a referral to be eligible for payment, the referred client must sign an agreement with the Agency with a minimum value of $497. The referred client must not be an existing or former client of the Agency. The Agency reserves the right to verify the actual spend value of the referred client and may refuse to pay referral fees if it determines that the referral was made in bad faith or for fraudulent purposes.

Referral Fees

The Referral Partner will receive a referral fee equal to 10% of the initial payment made by the referred client, provided that the spend value of the referred client is at least $497. The Referral Partner will also receive a recurring payment equal to 10% of the monthly maintenance plan payment made by the referred client, for up to one year from the date the referred client signs an agreement with the Agency, provided that the referred client signs up for a 6 or 12-month maintenance term, and does not cancel the service before the year is completed. Referral fees for the monthly maintenance plan will not be paid out for any maintenance term less than 6 months, and if the client cancels before the end of the maintenance term, the Referral Partner will not be entitled to any further referral fees for the canceled service.

Referral Payment

Referral fees will be paid out once a month. The Agency reserves the right to update these terms at any time without notifying the Referral Partner.

Territory

The Partnership is only valid for Referral Partners in the United States of America.

Partnership Term

This Partnership Agreement will be valid for the year 2023.

Relationship of the Parties

The Referral Partner is an independent contractor and is not an employee or agent of the Agency. Nothing in this Agreement is intended to create a partnership, joint venture, or agency relationship between the parties.

Confidentiality

The Referral Partner agrees to keep confidential all non-public information received from the Agency, including but not limited to client information and pricing.

Intellectual Property

The Referral Partner acknowledges that all intellectual property rights, including but not limited to copyrights and trademarks, in the Agency’s services and materials are owned by the Agency.

Referral Tracking

Termination

Either party may terminate this Agreement at any time upon written notice to the other party. Upon termination, the Referral Partner will cease all use of the Agency’s intellectual property and return all confidential information to the Agency. Any pending referral fees that have not been paid to the Referral Partner at the time of termination will be forfeited. The Referral Partner will not be entitled to any referral fees for referrals made after the termination date. In addition, Destiny King Productions reserves the right to refuse any service to anyone for any reason, even if they were referred by the referee.

Indemnification

The Referral Partner agrees to indemnify and hold harmless the Agency from any and all claims, damages, or expenses arising from the Referral Partner’s breach of this Agreement.

Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations, and understandings of the parties, whether oral or written.

Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of Washington without regard to its conflicts of law principles. Any legal action or proceeding arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Spokane, Washington.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.