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The SplinterRock Non-Profit Program Application

To apply for or to learn more about our Nonprofit Fundraising Program, simply complete this form and a SplinterRock representative will contact you within the next few business days to discuss the program with you.

Please Provide Your Non-Profit Contact Information:
First Name:	*
Last Name:	*
E-mail Address:	*

Non-Profit Name:	*
Non-Profit Web URL:

Non-Profit Phone:	x *
Business Fax:

Non-Profit Address:	*
Address (Cont):
City:	*
State:	*
Zip Code:	*
Country:	*

Please tell us about your non-profit:

Other Comments, Questions, or Suggestions:

Referred By:
Referred By Member:

NONPROFIT REFERRAL ENDORSER AGREEMENT

This Nonprofit Referral Endorser Agreement (“Agreement”) describes the terms of the relationship between SplinterRock, Inc (“SR”) with offices at 3040 Temple Avenue #201, Pomona, CA 91766 and the “Nonprofit Referral Endorser” applying to the SplinterRock Non-Profit Affinity Program.

The Nonprofit Referral Endorser must be a 501(c)3 nonprofit organization duly organized and in good standing under the laws of and qualified to do business in the state of incorporation and has full and unrestricted power and authority to execute and perform under this Agreement.

1. Appointment and Acceptance.

Subject to the terms and conditions of this Agreement, SR authorizes Nonprofit Referral Endorser to serve as a non-exclusive independent contractor to refer to SR potential retail customers for SR’s products and services. Nonprofit Referral Endorser is authorized to refer customers to SR which Nonprofit Referral Endorser has solicited on behalf of SR anywhere in the United States where SR is authorized and certified to do business (“the Territory”).  Nonprofit Referral Endorser accepts such appointment and represents to SR that it has all approvals, authorizations, and/or registrations necessary to lawfully procure customers for SR pursuant to the terms of this Agreement, and that it is not prohibited in any way from entering into or performing this Agreement by any other agreement, policy, commitment, law or regulation.  Nonprofit Referral Endorser agrees to use its best efforts to refer potential customers to SR, and expressly acknowledges that it is granted no right, privilege or authority to offer for sale any of SR’s products or services outside of the Territory.

2. Term and Termination

a. This Agreement shall commence on the Effective Date and shall continue in full force and effect for 1 year or until terminated (i) by either party on thirty (30) days prior written notice to the other or (ii) as provided in subsections (b) or (c) below.

b. SR shall have the right to terminate this Agreement immediately upon written notice to Nonprofit Referral Endorser in the event of (i) any misrepresentation made by Nonprofit Referral Endorser; or (iii) any violation of Sections 5, 9 or 12 of this Agreement by Nonprofit Referral Endorser.

c. Except with respect to any breach covered by subsection (b) above, a party may terminate this Agreement on thirty (30) days’ written notice if the other party materially breaches this Agreement and fails to cure the breach within such thirty day period.

3. Submission and Acceptance of Referrals.

All referrals submitted and any orders related thereto shall be subject to the written acceptance of SR in its sole discretion before any orders shall become final and binding.  Nonprofit Referral Endorser shall have no signatory authority to bind SR to any agreement, and SR reserves the right to reject any referral submitted by Nonprofit Referral Endorser.  All services shall be provided by SR solely pursuant to written agreements prepared and supplied by SR and executed by the customer and SR.

4. Pricing/Terms of Service.

The prices and terms and conditions of sale of SR’s products and services shall be set by SR.  SR expressly reserves the right to change the prices, terms, and conditions of sale, and/or to expand, reduce or modify the products and services it offers, at any time without prior notice to Nonprofit Referral Endorser.  Nonprofit Referral Endorser agrees that it shall not impose any direct or indirect charge on customers relating to SR’s products and services without SR’s prior written consent.  Nonprofit Referral Endorser further agrees that it will make no warranties or representations about SR’s products and services other than those specifically authorized by SR.

5. Customers.

All customers referred by Nonprofit Referral Endorser and accepted by SR under this Agreement shall be and shall remain customers of SR for the purpose of the provision of telecommunications products and services sold to such customer, notwithstanding any termination of this Agreement.  Nonprofit Referral Endorser shall not terminate, attempt to terminate or otherwise interfere in any way with SR’s relationship with any such customer without the prior written consent of SR.  Nothing in this Agreement shall prohibit Nonprofit Referral Endorser from selling its own products and services to the customers referred to SR by Nonprofit Referral Endorser hereunder, provided that Nonprofit Referral Endorser shall not solicit such customers to purchase telecommunications products or services that are in competition with the SR products and services, either directly or as an agent or Nonprofit Referral Endorser for any other telecommunication carrier.  If Nonprofit Referral Endorser violates this prohibition during the term of this Agreement, SR may terminate this Agreement pursuant to Section 2(b) above.  The obligations of this Section 5 shall survive termination of this Agreement and if Nonprofit Referral Endorser violates this prohibition after this Agreement has been terminated, any obligation of SR to pay residual commissions to Nonprofit Referral Endorser shall immediately and irrevocably terminate.

6. Commissions.

(a) SR will pay commission payment(s) within forty-five (45) days from receiving commission payments from respective vendor(s).

Referral Commissions include:

- 30% of all SplinterRock recurring and one-time commissions for retail customers procured by Nonprofit Referral Endorser.   
- 5% of commissions earned by any member referred to the SplinterRock Members Program by the Nonprofit Referral Endorser.

(b) Commissions are based on the Net Billed Revenue which is the monthly recurring usage revenue generated from use of the Products from SR retail customers procured by Nonprofit Referral Endorser hereunder for the applicable month, net of customer deductions, credits, applicable taxes or surcharges, other governmental assessments, equipment charges, and any one-time or non-recurring fees.

(c) Nonprofit Referral Endorser shall not be entitled to commissions on customer invoices which remain unpaid for greater than ninety (90) days from the date of the invoice.  Accordingly, SR shall have the right to deduct or offset from Nonprofit Referral Endorser’s commission payment on an ongoing basis, and to retain such deductions or offsets for SR’s own account, any commission payments previously made to Nonprofit Referral Endorser relating to invoices which are not paid by the customer with this stated ninety (90) day period.

(d) Notwithstanding any provision of this Agreement to the contrary, Nonprofit Referral Endorser shall not be entitled to commissions on any revenue generated by any SR customer: (i) for which Nonprofit Referral Endorser is an employee, officer or director or (ii) for which payment of any commission is prohibited by applicable law or the customer’s respective procurement policies.  With respect to all referrals made by Nonprofit Referral Endorser to SR, Nonprofit Referral Endorser shall be required to represent Nonprofit Referral Endorser’s relationship with the customer to SR.

(e) Subject to Nonprofit Referral Endorser’s continued compliance with the provisions of Section 5 hereof, Nonprofit Referral Endorser shall be entitled to receive commissions for the referred customer’s respective contract with SR notwithstanding the termination of this Agreement, provided that in the event of termination of this Agreement by SR pursuant to Section 2(b) or (c) for Nonprofit Referral Endorser’s breach, SR shall cease to pay commissions to Nonprofit Referral Endorser.

(f) The commission percentage set forth in subparagraph (a) above is subject to change at SR’s discretion on ninety days prior written notice to Nonprofit Referral Endorser.

7. Withholding.

Nonprofit Referral Endorser shall provide SR with a completed IRS form W-9 indicative of Nonprofit Referral Endorser’s tax status.  SR will not pay commissions without a completed IRS form for the current year.

8. Independent Contractors.

The relationship created by this Agreement shall be that of independent contractor and not of employer and employee or partners.  The Parties shall not have, or hold themselves out of having, the power of authority to bind or create liability for the other by their intentional or negligent acts.  Nonprofit Referral Endorsers shall be solely responsible for and shall pay all its expenses incurred in connection with the performance of its duties under this Agreement and shall not be entitled to receive any fringe benefits or other benefits of any kind provided by SR to its employees.  Nonprofit Referral Endorser shall be solely responsible for the payment of all taxes (including estimated taxes) payable with respect to commissions earned by it pursuant to this Agreement.

9. Confidentiality.

Nonprofit Referral Endorser shall keep confidential all information disclosed by SR to Nonprofit Referral Endorser for purposes of this Agreement.  All such information shall remain the sole and exclusive property of SR, and it may not be directly or indirectly disseminated to any third party without the prior written consent of SR.  The provisions of this Section 9 shall survive termination of this Agreement.

10. Intellectual Property/Approval of Advertising.

Nonprofit Referral Endorser agrees that SR is the exclusive owner of all trademarks and trade names relating to the products and services provided by SR.  Nonprofit Referral Endorser may use such trademarks and trade names only for the purpose of advertising and promoting SR’s products or other intellectual property of SR.  All advertising by Nonprofit Referral Endorser regarding SR’s products and services is subject to SR’s prior written approval.

11. Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF CUSTOMERS, CLIENTS OR GOODWILL ARISING IN ANY MANNER FROM THIS AGREEMENT AND/OR THE PERFORMANCE OR NONPERFORMANCE HEREUNDER.

12. Non-Solicitation.

(a) Nonprofit Referral Endorser agrees that for the greater of:  (i) the duration of this Agreement or (ii) as long as Nonprofit Referral Endorser is entitled to receive commissions pursuant to this Agreement, Nonprofit Referral Endorser shall not solicit in competition with SR any person, business or other entity which is a SR customer or which has been a customer of SR during the one year period immediately preceding termination of this Agreement or induce or attempt to persuade any SR employee to terminate his or her employment relationship to enter in to other employment. Nothing herein shall modify the obligations of Nonprofit Referral Endorser under Section 5 of this Agreement.

(b) Except as expressly permitted by this Agreement, Nonprofit Referral Endorser shall not, during the term of this Agreement or at any time following termination of this Agreement, make use of any list of SR customers or otherwise divulge any trade secrets or other confidential information of SR.

(c) The following provision shall apply to the interpretation and enforcement of subparagraphs (a) and (b) above:  (i) since other remedies cannot fully compensate SR for a violation, SR shall be entitled, in addition to any other remedies or relief available to it, to injunctive relief to prevent a violation or halt a continuing violation of the covenants set forth in subparagraphs (a) and (b) above:  (ii) if, in any action before a court or agency empowered to enforce this agreement, any covenant is found to be unenforceable, such covenant shall be deemed modified to the extent necessary to make it enforceable: and (iii) if SR must commence litigation to enforce its rights under this Section 12, it may also recover its reasonable attorney’s fees from Nonprofit Referral Endorser in connection with the litigation.

(d) In the event of a violation by Nonprofit Referral Endorser of any of the prohibitions set forth in subparagraphs (a) and (b) above, SR may immediately and irrevocably terminate the payment of any and all commissions that may be payable to Nonprofit Referral Endorser hereunder, regardless of whether SR seeks or obtains injunctive relief pursuant to subparagraph 12(c)

(e) The provisions of this Section 12 shall survive termination of this Agreement.

13. Assignment.

The rights and obligations of SR under this Agreement shall inure of the benefit of and shall be binding upon the successors and assigns of SR.   Nonprofit Referral Endorser acknowledges that the services to be rendered by Nonprofit Referral Endorser are unique and personal.  Accordingly, Nonprofit Referral Endorser may not assign any of its rights under this Agreement nor delegate any of its duties or obligations under this Agreement without the prior written consent of SR.

14. Miscellaneous.

All notices under this Agreement shall be in writing and shall be given by personal delivery, or by registered or certified mail or overnight courier, return receipt requested, to the addresses set forth at the beginning of this Agreement (or other address designated by notice), and shall be deemed given upon receipt.  This Agreement, including its Schedule(s), represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between the parties with respect to its subject matter.   This Agreement may only be amended, modified, or supplemented by a separate written document duly executed by authorized representatives of both parties.  No term or provision of this Agreement shall be waived, and no breach or default excused, unless such waiver or excuse is in writing and signed by the part to which it is attributed.  No consent by a party to, or waiver of, a breach or default, by the other, whether expressed or implied, shall constitute a consent to or waiver of any subsequent breach or default.  If any provision of this Agreement shall be held to be invalid or unenforceable, the validity or enforceability of the remaining provisions shall not in any way be affected or impaired thereby, but rather this Agreement shall be construed as if not containing the invalid of unenforceable provision.   However, if such provision is an essential element of this Agreement, the parties shall promptly attempt to negotiate a substitute therefore.  The laws of the State of California shall govern the interpretation, enforcement and validity of this Agreement.  Any action or proceeding involving this Agreement shall be commenced and maintained on in the court of the State of California.  Each party agrees to be subject to the personal jurisdiction of the courts of California State.

I agree to these terms and conditions

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