last modified on Nov 13, 2023

Affiliate Agreement

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1.1. Company operates an online platform that provides software products to law firms (the “Lawbrokr

1.2. Affiliate operates a service through its own platform (the "Affiliate Platform") and desires to promote
the Company's services and products on the Affiliate Platform.

1.3. Both Parties wish to establish a mutually beneficial relationship wherein the Affiliate will receive
compensation for successful referrals to the Company's services and products as more particularly set out

1.4. All dollar amounts in this Agreement will be denoted by their respective currency as either United
States Dollars (USD) or Canadian Dollars (CAD).

1.5. The date at which a referral introduced by the Affiliate has purchased the Lawbrokr Platform (each
such referral being a “Customer”) shall be referred to herein as the “Purchase Date”.

1.6. Notwithstanding anything else contained in this Agreement, any compensation payable to the
Affiliate pursuant to this Agreement will be contingent on a referral introduced by the Affiliate that has
purchased the Lawbrokr Platform remaining as a paying Customer 30 days after the Purchase Date. Any
Customers that terminate their services with Lawbrokr prior to 30 days after the Purchase Date will not be
considered for compensation for the Affiliate.


2.1. This Agreement shall commence on the Effective Date and continue until terminated by either Party
in accordance with the provisions contained herein.

2.2. Either Party may terminate this Agreement immediately upon written notice to the other Party if the
other Party commits a material breach of any provision of this Agreement.

2.3. This Agreement may be terminated at any time and for any reason by either the Company or the
Affiliate upon provision of written notice of termination equal to 30 days.

2.4. Upon termination of this Agreement for any reason whatsoever the Affiliate shall have no further
claims against the Company for damages of any nature whatsoever arising after the date of termination of
this Agreement, except with respect to Sections 5-18 of this Agreement, which shall survive the
termination or expiration of this Agreement and shall remain binding upon the Affiliate and the Company.


3.1. Affiliate agrees to promote the Company's services and products on the Affiliate Platform, using
approved sales, marketing materials and strategies provided by Company.

3.2. Affiliate shall not engage in any deceptive or unethical practices in the promotion of the Company's
services and products nor misconstrue or in any manner misrepresent the Company or the Company
platform to potential Customers. Affiliate shall conduct itself in a professional manner when representing
the Company.

3.3. Affiliate shall be solely responsible for the content and operation of the Affiliate Platform and
comply with all applicable laws and regulations.


4.1. The Parties agree to a tiered compensation structure as outlined below:

TIER 1: Lawbrokr Storefront (20%)

Affiliate successfully introduces a Customer that purchases a Lawbrokr subscription for the Lawbrokr Platform for greater than or equal to $3,000 USD annually. The Affiliate will be compensated a one-time payment of 20% of the fee.

TIER 2: Lawbrokr Storefront (10%)

Affiliate successfully introduces a Customer that purchases a Lawbrokr subscription for the Lawbrokr Platform for less than or equal to $2,999 USD annually. The Affiliate will be compensated a one-time payment of 10% of the fee.

4.2. Compensation will be paid to the Affiliate on a monthly basis, subject to a 30-day hold period for new Customers and only on condition that the Customer remains a paying Customer 30-days following the Customer’s Purchase Date. For added clarity, if a Customer discontinues to be a paying Customer for whatsoever reason prior to the 30 days period following the Purchase Date, then no compensation will be awarded to the Affiliate for that Customer. Notwithstanding the termination of this Agreement (other than a termination due to a material breach of the Affiliate pursuant to Section 2.2), the annual fee outlined in Section 4.1 above shall continue to be owed to the Affiliate by Lawbrokr.

4.3. If a Customer enters into a monthly contract with Lawbrokr, the Company will provide the Affiliate with a monthly payment equivalent to its respective tier, divided by 12, for a 12-month period.

4.4. Affiliate acknowledges that compensation is subject to adjustment by the Company upon reasonable notice.


5.1. Company grants Affiliate during the term of this Agreement a non-exclusive, non-transferable, non-
sublicensable revocable license to use Company's trademarks, logos, and marketing materials solely forthe purpose of promoting Company's services and products in accordance with this Agreement. All
images, technology and content provided for Affiliate’s use is and shall remain the sole property of
Company and no part thereof shall be deemed assigned or licensed to Affiliate except as explicitly
provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights and
applications, trade names and service marks related to the Company and Lawbrokr Platform shall remainthe Company’s sole property, including rights in and to any derivatives thereof. Affiliate may not modify
the trademarks, banners, the content, or any of the images provided to Affiliate in any way. Affiliate
acknowledges that use of the Company’s logos and other intellectual property will not create in Affiliate,
nor will Affiliate represent that it has any right, title or interest in or to such items other than the license
granted by Company. Affiliate acknowledges Company’s ownership and exclusive right to use the marks
and agrees that all goodwill arising as a result of the use of the marks shall inure to the benefit of the

5.2. Affiliate shall not modify, alter, or use Company's intellectual property in a manner that may harm or
diminish its value.


6.1. Both Parties agree to maintain the confidentiality of any proprietary or confidential information
disclosed by the other Party during the term of this Agreement.


7.1. The Parties acknowledge and agree that their relationship under this Agreement is that of independent
contractors. Nothing in this Agreement shall create any partnership, joint venture, agency, or employment
relationship between the Parties.

7.2. The Affiliate is and shall remain at all times an independent contractor and is not, and shall not
represent itself to be an agent, joint venturer, partner, officer, director or employee of the Company.
Nothing contained in this Agreement is intended to create nor shall be construed as creating an
employment relationship between the Affiliate and the Company. The Affiliate has sole responsibility, as
an independent contractor, to comply with all laws, rules and regulations relating to the provision of its
services, including without limitation, requirements under the Income Tax Act (Canada), the Employment
Insurance Act (Canada), the Canada Pension Plan Act, or any similar legislation that may be applicable.
The Affiliate shall be responsible for deducting any and all applicable federal and provincial taxes,
deductions, premiums, and amounts owing with respect to any amounts paid by the Company and
remitting such amounts to those governmental authorities as prescribed by law. The Affiliate agrees to
indemnify and hold the Company, its directors, officers, agents and employees harmless from and against
any and all liabilities, claims, demands, penalties, suits, losses, fines, surcharges, damages, costs and
expenses related to the Affiliate’s failure to pay any amounts stipulated in this Section, or that otherwise
relate to the subject matter of this Section.

As an independent contractor, the Affiliate shall not be entitled to any employment related benefits,
including without limitation, any payments under applicable employment standards legislation.


8.1. This Agreement shall be governed by and construed in accordance with the laws of the Province of
Ontario and the federal laws of Canada applicable therein.


9.1. All disputes, controversies and differences which may arise under this Agreement between the
Company and the Affiliate which cannot be resolved between them shall be settled by arbitration pursuant
to the Arbitration Act (Arbitration Act, 1991, S.O. 1991, c. 17), as amended. Any Party desiring
arbitration shall make a written demand for the same and within thirty (30) days after such written
demand is received by the other parties, the Company and the Affiliate shall agree upon and appoint a
single arbitrator. In the event the Parties shall fail to agree upon and appoint a single arbitrator within the
time period set forth herein, then within ten (10) days thereafter, the Company shall designate an
arbitrator and the Affiliate shall designate an arbitrator and both arbitrators shall within thirty (30) days
after their designation jointly designate a third arbitrator satisfactory to them who shall be chairman of the
arbitration panel. If the Company or the Affiliate fails to appoint an arbitrator or the arbitrators designated
by these two parties are unable to agree upon the selection of the third arbitrator within the time periods
set forth above, such arbitrator shall be appointed by a court of competent jurisdiction. The expenses of
the arbitrators shall be paid as the arbitrators shall decide in the award. All arbitration proceedings shall
be in Ontario, Canada. The decision of the arbitrators shall be final and binding on the Parties and
judgment upon any award rendered may be entered in any court of competent jurisdiction.


10.1. In the event that any covenant, provision or restriction contained in this Agreement is found to be
void or unenforceable (in whole or in part) by a court of competent jurisdiction, it shall not affect or
impair the validity of any other covenant, provisions or restrictions contained herein, nor shall it affect the
validity or enforceability of such covenants, provisions or restrictions in any other jurisdiction or in regard
to other circumstances. Any covenants, provisions or restrictions found to be void or unenforceable are
declared to be separate and distinct, and the remaining covenants, provisions and restrictions shall remain
in full force and effect.


11.1. Any modifications or amendments to this Agreement must be in writing and signed by both Parties
or else they shall have no force and effect.


12.1. This Agreement shall enure to the benefit of and be binding upon the Parties and their respective
successors and assigns, including without limitation, the Affiliate heirs, executors, administrators and
personal representatives.


13.1. The Affiliate may not assign any of the Affiliate’s rights or delegate any of the Affiliate’s duties or
responsibilities under this Agreement, without the Company’s prior written consent. The Company may,
without the consent of the Affiliate, assign its rights, duties and obligations under this Agreement to an
affiliate or to a purchaser of all, or substantially all of the assets of the Company.



Any notice required or permitted to be given to the Company shall be deemed to have been received if
delivered personally to, mailed by registered mail, or sent via email to the Company at:

Attention: Daniel Steinberg
1 King Street West
Suite 4800-65
Toronto, ON M5H 1A1


15.1. This Agreement shall become effective immediately upon the Parties signing and delivering it. This
Agreement may be executed in any number of counterparts, and/or by facsimile or email transmission of
Adobe Acrobat files, each of which shall constitute an original and all of which, taken together, shall
constitute one and the same instrument. Any Party executing this Agreement by fax or PDF file shall,
immediately following a request by any other Party, provide an originally executed counterpart of this
Agreement provided, however, that any failure to so provide shall not constitute a breach of this
Agreement except to the extent that such electronic execution is not otherwise permitted under the
Electronic Commerce Act, 2000, S.O. 2000, c. 17.


16.1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior
discussions, negotiations, and agreements, whether oral or written, relating to its subject matter.


17.1. The Affiliate acknowledges that the Affiliate has read and understands the terms and conditions
contained in this Agreement, and that the Company has provided a reasonable opportunity for the
Affiliate to seek independent legal advice prior to executing this Agreement.


18.1 Each of the Parties agrees to execute and deliver, or cause to be executed and delivered, all such
instruments, and to take all such action as the other Party may reasonably request in order to effectuate
the intent and purposes, and to carry out the terms of, this Agreement.

Contact Information

If you have any questions or comments about this agreement, please do not hesitate to contact us at:

Phone: 1-888-550-7647
Postal Address: Lawbrokr, Inc., 1 King Street W, Suite 4800-64, Toronto, Ontario, M5H 1A1