The Initial Point Referral Program (the "Program") is designed to offer incentives to scrapbook consultants for referring prospective customers to the software product PicsMatch ("PicsMatch"). 

PLEASE NOTE. In order to participate in the Program, you must meet the following minimum requirements:

• Be a scrapbook consultant;
• Have Internet access via any modem, commonly used browser;
• Have an active e-mail account for the purpose of confirming account and user account

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY  

PICSMATCH REFERRAL AGENT AGREEMENT This Initial Point Referral Agreement (the “Agreement”) is made by between Initial Point, LLC. (“Initial Point”) whose address is 2130 Hedge Gate Blvd, Dayton, OH 45431and the applicant named above (“Referral Agent”), and shall be effective as of the date this Agreement is accepted by Initial Point (the “Effective Date”). Initial Point grants the Referral Agent the non-exclusive, non-transferable right and license to advertise, market and promote PicsMatch, in accordance with the terms and conditions hereof. All other rights and licenses not expressly granted to the Referral Agent herein are reserved by Initial Point. 1. Obligations of Initial Point. a. Marketing Materials. Initial Point will provide marketing materials and guides that will enable the Referral Agent to promote the PicsMatch product. The referral agent will also have the right to use approved PicsMatch logos in their promotion materials for the PicsMatch product. b. Sales Support. Initial Point will provide sales assistance to the Referral Agent in terms of email and telephone sale support. c. Promotion Code. Initial Point will assign a unique promotion code for the purposes of tracking qualified lead referrals. Whenever an End User purchases PicsMatch products at www.PicsMatch.COM and uses the promotion code, Initial Point will pay to the Referral Agent a Referral fee subject to the terms of this Agreement. d. Payment. Initial Point will pay Referral Agent a fee of $15.00 for each copy of PicsMatch sold. If an End User orders multiple copies of PicsMatch during a transaction, Initial Point will pay $15.00 per each copy of license ordered e. Exclusions. Referral Agent shall be compensated only for PicsMatch sales that are recorded by the web site using the Referral Agent’s specific promotion code. If the End User does not apply the promotion code or uses a different promotion code, then no compensation is to be paid to the Referral Agent. If an End User returns the product for a full refund from Initial Point, the fee will not be paid or the fee will be returned to Initial Point (if already paid). 2. Lead Generation and Referral Agent Conduct a. Activities of Referral Agent. The Referral Agent will use reasonable efforts to promote PicsMatch so as to maximize the benefit of Initial Point and the Referral Agent. b. Quality of Leads. Referral Agent shall engage only in advertising, marketing and promotional efforts that promote the good name and reputation of Initial Point and PicsMatch and, specifically, Referral Agent agrees to: (1) comply with all applicable national, international, state and local laws, ordinances and regulations in its dealings with Initial Point and End Users, including, without limitation, obtaining any required state certifications; and (2) make no false or misleading statements with respect to PicsMatch, and engage in no illegal, deceptive, misleading, unethical, or improper acts or practices in performing under this Agreement. c. No Assignment. Referral Agent may not assign or otherwise transfer this Agreement. By participating in the Program, Referral Agent authorizes Initial Point and its affiliates to use Referral Agent’s contact information to communicate with Referral Agent about the Program. 3. Relationship of Parties. Neither Initial Point nor Referral Agent shall have the authority to bind the other by contract or otherwise or to make representations as to the policies or procedures of the other except as specifically authorized by this Agreement. Initial Point and Referral Agent acknowledge and agree that their relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship or franchise between them and that Referral Agent is an independent contractor with respect to the services provided by it under this Agreement. Referral Agent assumes full responsibility for the acts of its employees and for their supervision, daily direction and control. 4. Trade names and Trademarks. a. No Representations or Warranties. Neither Referral Agent nor its employees shall make any representations or warranties relating to PicsMatch nor to any affiliation with Initial Point. Further, this Agreement shall not grant Referral Agent any right to use the PicsMatch trademark(s), logos, copyrights, trade names or designations other than as specifically provided herein without the prior express written permission of Initial Point. b. Non-exclusive Agreement. The Referral Agent agrees, understands and acknowledges that Initial Point may enter into Agreements of this type with third parties to promote PicsMatch. The Referral Agent has not paid consideration for the use of the trademarks, logos, copyrights, trade names, or designations belonging to Initial Point, and nothing contained in these Terms and Conditions shall give the Referral Agent any right, title or interest in or to any of them. The Referral Agent acknowledges that Initial Point owns and retains all copyrights and other proprietary rights, as well as any software supplied by Initial Point, in all of the foregoing. The Referral Agent shall not assert any claim or interest in or to any trademark, trade name, copyright or logo belonging or licensed to Initial Point, or do anything to adversely affect their validity or enforceability including, without limitation any act or assistance to any act that may infringe, or lead to the infringement of, any software copyright. 5. Confidentiality and Communications. a. Confidential Information. Any confidential Initial Point specifications, drawings, sketches, data or technical or business information, and any other confidential Initial Point material, as well as all Lead or End User information (“Information”), furnished to or disclosed by Initial Point under this Agreement, will be deemed the exclusive property of Initial Point, and are to be used by Referral Agent solely in the performance of its obligations and duties hereunder and all such information shall be returned by Referral Agent to Initial Point upon termination of this Agreement. Referral Agent shall keep all such Information confidential during the term of this Agreement and for a period of two (2) years thereafter. b. Material Breach. Any breach of this provision shall be a material breach of this Agreement and Initial Point may, in addition to all other remedies that may be available to Initial Point in law or equity, then terminate this Agreement immediately upon written notice. 6. Term and Termination. a. Term. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year thereafter, unless otherwise terminated. This Agreement shall automatically renew for additional one (1) year periods unless one party advises the other of its intent to terminate at least thirty (30) days prior to the anniversary date of the Effective Date of this Agreement. b. Termination. This Agreement may be terminated: (1) at any time by either party on thirty (30) days prior written notice to the other; (2) for breach by Referral Agent of any provision of this Agreement; (3) by Initial Point on thirty days (30) written notice (email or letter) if Referral Agent fails to provide at least one User sale in each calendar quarter year; or (4) immediately upon written notice by Initial Point in the event Referral Agent, in Initial Point’s sole discretion, breaches its obligations set forth herein. Notwithstanding the foregoing, any thirty (30) day notice period shall be inapplicable should Referral Agent choose not to accept any changes to the Terms and Conditions of this Agreement made by Initial Point. c. Post-Termination. Upon the Termination of the Agreement the Referral Agent shall immediately return to Initial Point any and all materials, over which Initial Point has a proprietary right, that are in the Referral Agent's possession and/or in the possession of the Referral Agent's agents, servants and employees. The Referral Agent shall also immediately remove any hyperlinks and materials, over which Initial Point has a proprietary right, from the Referral Agent's web site and/or the web sites of the Referral Agent's agents Upon Termination of this Agreement, Initial Point’s obligation to compensate Referral Agent shall cease. Notwithstanding the forgoing, if the Agreement is terminated, and the Referral Agent is not in default of this agreement and/or the Terms and Conditions, the Referral Agent shall have the right to continue to receive commission for previous sales to End Users for one month after the day of the Termination. 7. Limitation of Liability. Initial Point will have no liability to Referral Agent other than for Fees earned and payable in accordance with this Agreement. IN NO EVENT SHALL INITIAL POINT BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER OR NOT FORESEEABLE. 8. Miscellaneous Provisions. a. Notices. All notices to be given pursuant to this Agreement will be in writing made via email or by the physical address of the receiving party. b. Governing Law. This Agreement will be governed by the laws of the State of Ohio. c. Entire Agreement. This Agreement constitutes the entire Agreement between Referral Agent and Initial Point with respect to the subject matter hereof, and supersedes all prior agreements and representations, written or oral, concerning the subject matter of this Agreement. YOU ACKNOWLEDGE: (1) THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND INITIAL POINT PERTAINING TO THE INITIAL POINT REFERRAL PROGRAM, AND (2) THAT BY SIGNING BELOW YOU REPRESENT THAT YOU HAVE THE AUTHORITY AND RIGHT TO APPLY FOR ENROLLMENT IN THE INITIAL POINT REFERRAL PROGRAM AND TO BIND YOU AND YOUR COMPANY (IF APPLYING AS A COMPANY) TO THESE TERMS AND CONDITIONS.