Referral Terms

These Referral Terms (the “Agreement”) is between Gesso Labs, Inc. d/b/a CO:CREATE ("CO:CREATE”) and the referring party (the "Referring Party", each a “Party” and together the “Parties”).

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1. Referrals.  Referring Party may identify and introduce prospective artists ("Prospective Artists") in writing to CO:CREATE (the “Referral”) in exchange for a referral fee if CO:CREATE onboards the Prospective Artist onto the CO:CREATE platform (“Onboarded Artist”). The Referring Party shall not be deemed to have referred any Prospective Artists and shall not be entitled to receive a referral fee (as described below) for Onboarded Artists who contacted or were contacted by CO:CREATE before the date of the Referral. CO:CREATE shall be the Party to decide whether an Onboarded Artist qualifies for a Referral Fee, in its sole and absolute discretion.

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2. Referral Fee.  CO:CREATE will pay $100 for each Onboarded Artist Referred by the Referring Party.  Once CO:CREATE confirms that Referring Party has earned the referral fee, Referring Party must issue an invoice to CO:CREATE for the Referral Fee.  Referring Party acknowledges that the referral fee is the only compensation Referring Party shall receive in connection with Referring Party's efforts and that all goodwill and benefit derived from such efforts shall inure to the sole benefit of Receiving Party.

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3. Obligations of the Referring Party

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a. The Referring Party will not make any representations, warranties, undertakings or commitments binding CO:CREATE without the prior written consent of CO:CREATE.

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b. The Referring Party will not have the capacity to enter into any legal agreement (whether oral or written) with any Prospective Artist on behalf of CO:CREATE. CO:CREATE shall have the sole discretion to negotiate and accept the terms of any legal agreement with any Prospective Artist.

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c. Nothing contained herein shall obligate CO:CREATE to onboard any Prospective Artist.

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d. The Referring Party shall, within three days of demand, indemnify the Company against any cost, expenses, loss, damages, fees and liability (including but not limited to any legal fees and amounts awarded by any court of law) arising from or as a result of any communications, actions and/or interactions between the Referring Party and any Prospective Artist, including but not limited to communication resulting in misrepresentation to any Prospective Artist and actions of the Referring Party that are ultra vires.

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4. Term & Termination.  The term of this Agreement shall commence on the date the Referring Party makes a Referral to CO:CREATE and shall continue in full force and effect until terminated by either Party.  CO:CREATE may terminate this Agreement without providing notice to the Referring Party by removing these terms from its website.

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5. Miscellaneous

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a. The Referring Party will serve as an independent contractor and not as an employee of CO:CREATE. The Referring Party will not be enrolled by CO:CREATE in any provident fund scheme. The Referring Party shall be responsible to pay all withholding and other taxes. The Referring Party will bear all expenses incurred in his/her endeavors to provide services under this Agreement except for those for which CO:CREATE agrees in writing to pay.

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b. Any notices given under this Agreement shall be made by email.  Legal notices to CO:CREATE shall be directed to legal@cocreate.ink.  

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c. In the event of a dispute arising under this Agreement, this Agreement shall be construed in accordance with the laws of the State of Delaware without regard to conflicts of laws rules and subject to the jurisdiction of the federal and state courts of seated in Davidson County, Tennessee. 

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d. The Parties agree that there shall be no third-party beneficiaries to this Agreement.

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e. Under no circumstances shall either party be liable for any indirect, incidental, economic, special, punitive or consequential damages, whether for breach of contract, negligence or under any other cause of action, that result from the referral of Prospective Artists contemplated by this Agreement.  

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