Independent Sales Consultant Registration

THIS AGREEMENT by and between Jibbio.com, hereinafter referred to as "Company", and the name entered in the "Your Name" on this enrollment form, hereinafter referred to as "B2B Partner".

WHEREAS, Company is engaged in the marketing and sale of and

WHEREAS, B2B Partner desires to sell Company's software as a service (SaaS) in accordance with the terms and conditions of this Agreement.


NOW, THEREFORE, it is agreed as follows:

1. Company hereby appoints B2B Partner as an authorized non-exclusive independent representative to sell and promote Company (SaaS) plans to businesses and non-profits in the following geographical area: Worldwide, hereinafter referred to as "Territory".

2. B2B Partner shall devote such time, energy and skill on a regular and consistent basis as is necessary to sell and promote the sale of Company's (SaaS) monthly or annual plans in the Territory during the term of this Agreement.

3. Term

3.1 This Agreement shall commence as of the effective date and shall continue for one (1) year. This Agreement shall automatically renew on the anniversary date for successive one (1) year periods unless terminated in accordance with Sections 3.2, 3.3, or 4.6.

3.2 Mutual Option. This Agreement may be terminated by either party for any reason at the conclusion of the initial term or any successive term upon thirty (30) days’ notice prior to the end of such term.

3.3 For Cause. Either party may terminate this Agreement at any time if the other party materially fails to perform one or more of its obligations under this Agreement and such failure continue for more than thirty (30) days after written notice is provided to such party describing such failure.

4. Compensation

4.1 Company will designate one (1) unique promo code to B2B Partner, utilized to track new customer sales referred by B2B Partner. No other B2B Partners will share the same promo codes.

4.2 Promo code offers a 20% OFF discount on the regular price of Company’s monthly and annual (SaaS) plans. If a customer does not enter B2B Partner's assigned promo code when joining Company's (SaaS) plan, B2B Partner will not receive credit for the sale.

Sales Commission - General

4.3 Company will pay a monthly recurring commission for every active (paying) customer (SaaS) sale referred by B2B Partner, on the first day of each following month via PayPal.

Example: If customer joins on April 20, monthly recurring commissions begin May 1st.

4.4 Commission for annual (SaaS) sales are divided into twelve (12) monthly payments to B2B Partner. If a customer renews their annual (SaaS) plan, B2B Partner will continue to receive monthly recurring commission for twelve (12) months, and for successive renewals.

4.5 Company provides B2B Partner with online access to a downloadable sales tracking Excel spreadsheet, which includes information for (SaaS) sales acquired by B2B Partner.

4.6 If B2B Partner does not acquire at least one (1) new (SaaS) sale every one hundred eighty (180) days, Company may terminate this Agreement.

4.7 Upon termination of this Agreement in accordance with Sections 3.2, 3.3, or 4.6., B2B Partner will continue to be paid monthly recurring commission for active (SaaS) sales acquired by B2B Partner from this Agreement effective date to the termination date, for a maximum period of twelve (12) months following the termination date of this Agreement. Thereafter, commission payments for active (SaaS) sales acquired by B2B Partner will end.

Sales Commission - (SaaS) Plans

4.8 Under this Agreement, B2B Partner shall be entitled to a thirty (30) percent monthly recurring sales commission per active (paying) customer (SaaS) sale.

4.9 If a customer cancels their (SaaS) account, B2B Partner will no longer receive monthly recurring commission for the customer’s sale.

5. Confidentiality

During this Agreement and for one (1) year after its termination, B2B Partner, or any agents or representatives under B2B Partner's control, shall not compete with Company, directly or indirectly, for B2B Partner or on behalf of any other person, firm, partnership, corporation or other entity in the sale or promotion of services the same as or similar to Company's services within the Territory. Under no circumstances and at no time shall B2B Partner disclose to any person any of the secrets, methods or systems used by Company in its business. All customer lists, brochures, reports, and other such information of any nature made available to B2B Partner by virtue of B2B Partner's association with Company shall be held in strict confidence during the term of this Agreement and after its termination.

6. Acknowledgements

6.1 This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar relationship between Company and B2B Partner.

6.2 B2B Partner shall be an independent contractor. Company shall not be required to withhold any amounts for provincial, state, or federal income tax from sums becoming due to B2B Partner under this Agreement. B2B Partner shall not be considered an employee of Company and shall not be entitled to participate in any plan, arrangement or distribution by Company pertaining to or in connection with any pension, stock, bonus, equity, profit sharing or other benefit extended to Company's employees. B2B Partner shall be free to utilize his time, energy and skill in such manner as he deems advisable to the extent that he is not otherwise obligated under this Agreement.

6.3 B2B Partner shall bear any and all costs or expenses incurred by B2B Partner to perform his obligation under this Agreement, including, but not limited to, vehicle insurance, travel expenses, marketing and telephone expenses.

6.4 The rights and duties of B2B Partner under this Agreement are personal and may not be assigned or delegated without prior written consent of Company.

6.5 B2B Partner is not authorized to extend any warranty or guarantee or to make representations or claims with respect to Company's services without express written authorization from Company.

6.6 B2B Partner shall indemnify and hold Company harmless of and from any and all claims or liability arising as a result of negligent, intentional or other acts of B2B Partner or his agent or representatives.

6.7 Company shall indemnify and hold B2B Partner harmless of and from any and all liability attributable solely to the negligent, intentional or other acts of Company or its employees.

7. Applicable Law

7.1 This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws in the Province of Ontario. The Parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in the City of Toronto, Province of Ontario. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.

7.2 This Agreement contains the entire agreement between the parties and any representation, promise or condition not incorporated herein shall not be binding upon either party.