PREFERRED DISTRIBUTION AGREEMENT

            THIS PREFERRED DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the day written (“Effective Date”) by and between (i) SUNSET TECHNOLOGIES, INC. dba Noni, a Delaware corporation (“Company”); and (ii) the entity identified in the Sales Quote or Sales Order for Digital Estate Protection (“Order Form”),  (“Distributor”) (Company and Distributor, each a “party” and collectively, the “parties”).

R-1.     WHEREAS, the Company is engaged in providing digital products and services that allows users to manage estate matters (“Services”); and

R-2.     WHEREAS, the Distributor wishes to make such Services available to certain End Users, clients or members who accept the Company’s terms and conditions of service (“End Users”); and

R-3.     WHEREAS, the parties desire to specify and describe the terms and conditions under which the Distributor agrees to utilize such Services; so

NOW, THEREFORE, in consideration of the mutual promises and benefits contained herein, the parties hereby agree as follows:

  1. Access to Portal. The Company will provide the Distributor access to a unique sign-up link for End Users to sign up or with access to an online portal (the “Portal”) to allow the Distributor to manage the End Users, who have elected to utilize the Services. Distributor understands, acknowledges, and agrees that the Company, and the Company’s third-party affiliate(s) shall be authorized to access the Portal.
  2. Payment. Distributor shall pay the Company a monthly or annual service fee as set forth in the Order Form. (“Service Fee”) due in advance of the month or year that such Services are provided, via credit card or auto automated clearing house (ACH) billing. The parties shall maintain accurate records of the data used to determine the Service Fee.
  3. Term. This Agreement shall be effective as of the Effective Date and shall continue in full force for a period of twelve (12) months (the “Term”), after which this Agreement shall renew automatically on a year-to-year basis, unless otherwise terminated in accordance with this Section. This Agreement may be terminated (a) immediately by the Company in the event Distributor does not timely pay the Service Fee required hereunder; or (b) by either party only upon (i) thirty (30) days’ written notice to the other party; (ii) material breach of the other party, which is not cured within five (5) days of its receipt of written notice thereof; (iii) conviction of the other party of any crime, immediately. Upon any such termination, the Distributor shall promptly pay the Company any outstanding Service Fees owed to the Company for the full month of Services for the month of the effective date of the termination as determined above (“Termination Date”), without proration. Distributor shall return to the Company, at no cost to Company, all materials and information the Company has provided to the Distributor in connection with this Agreement, no later than thirty (30) days after the Termination Date.
  4. Confidentiality. During the Term and for a period of two (2) years thereafter, Distributor shall hold in strictest confidence and not to use, or to disclose to any person or entity, any of the Company’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, pricing, Order Form(s), research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to Distributor by the Company, directly or indirectly (collectively “Confidential Information”), except as required by law or as authorized by the Company in writing. Upon the Company’s request, the Distributor must immediately return all copies of Confidential Information provided by the Company, and promptly destroy all Confidential Information prepared by the Distributor, including, without limitation, any notes, reports, or other documents.
  5. Representations, Warranties & Covenants. Distributor represents, warrants and covenants to Company that (i) Distributor has full power, authority, and right to perform its obligations under this Agreement; (ii) this Agreement is a legal, valid, and binding obligation, enforceable against Distributor in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies); (iii) entering into this Agreement will not violate the charter or bylaws of either the Distributor or any material contract to which the Distributor is obligated; and (iv) the Distributor’s performance of its obligations hereunder will not violate any applicable laws, rules, or regulations, and the Distributor shall obtain all permits or permissions required to comply with such laws, rules, or regulations. The Company represents and warrants to Distributor that (i) the Company has full power, authority, and right to perform its obligations under the Agreement; (ii) this Agreement is a legal, valid, and binding obligation, enforceable against the Company in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies); and (iii) entering into this Agreement will not violate the bylaws of the Company or any material contract to which it is obligated. The Company makes no express or implied warranties or representations with respect to any of the Company’s products or services, including, but not limited to, warranties of merchantability or fitness, or that the Company’s operations will be uninterrupted or error-free during the Term.
  6. Intellectual Property. All text, graphics, photos, designs, trademarks, service marks, tradenames, or other content provided, leased, or licensed to the Distributor with respect to this Agreement are the sole property of the Company. Distributor has no ownership or other intellectual property rights in or to such items. Without the prior written consent of the Company, the Distributor will not use or mention the Company’s name, or publish or distribute any materials provided, leased, or licensed to the Distributor, for any purpose not specifically authorized by this Agreement.
  7. Indemnification. Company shall indemnify and hold harmless, the Distributor and its officers, members, managers, End Users, agents, contractors, sublicensees, affiliates, subsidiaries, successors and assigns (“Distributor Parties”) from and against any and all damages, liabilities, costs, expenses, claims, and judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the “Claims”) that any of the Distributor Parties may suffer from or incur solely as a direct result of the Company’s willful misconduct, or breach of this Agreement. The Company shall not be liable for any loss of profits, any indirect, incidental, consequential, exemplary, punitive, or special damages of any kind in connection with this Agreement. The Company’s liability, if any, under this Agreement shall not exceed the total Service Fees due and payable hereunder.
  8. Relationship. The parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employment, or similar relationship between the parties.
  9. Amendments. No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both parties, except that the Company may amend this Agreement, by written notice to Distributor, at least thirty (30) days prior to the effective date of such changes.
  10. Assignment. All references in this Agreement to the parties shall be deemed to include, as applicable, a reference to their respective successors and assigns, except that Distributor must obtain the Company’s written consent to prior to any assignment made by Distributor.
  11. Force Majeure. A party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s control (“Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected party shall, as soon as practicable (a) notify the other party of such Force Majeure Event and its impact on performance under this Agreement; and (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.
  12. No Waivers. The failure of either party to insist on strict performance of any obligation hereunder, regardless of the length of time, shall not be deemed a waiver of such party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
  13. Notice. Any notice or other communication provided for herein or given hereunder to a party hereto shall be in writing and shall be given in person or by overnight courier to the respective parties at their addresses set forth with their signatures below.
  14. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia. 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 attorneys’ 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
  15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature
  16. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein
  17. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the agreement of the parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the parties
  18. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
  19. No Legal Services Rendered Hereunder. Distributor understands and agrees that the Company is not a law firm or an attorney, may not perform services performed by an attorney, and any of its forms including but not limited to codicils and exhibits or templates are not a substitute for the advice or services of an attorney, nor do they constitute legal advice or services. Distributor understands and agrees that the End Users are representing themselves to the extent they utilize the Services for their estate management. No attorney-client relationship or privilege is or shall be created with the Company.