AudioEye Referral Program Agreement



This agreement (“Agreement”) relates to the AudioEye, Inc. (“AudioEye”, “us”, “our”, or “we”) has established the Referral Program (“Program”), which enables  individuals and entities to refer potential customers to AudioEye.

The Agreement is entered into by (i) you (“You” or “Your”) submitting an application (“Application”) and clicking “[Apply]”, thereby agreeing to enter into and be bound by the Agreement and (ii) AudioEye accepting and notifying You of acceptance as an Referrer.  The date of AudioEye’s notification is the Effective Date of the Agreement.

1.              Definitions. Capitalized terms used in this Agreement have the definitions given in the context in which they are used. All other terms used herein have the plain English (US) meaning.  The pronoun “it” may refer to an entity or a person of either gender.

2.              Term. The term of this Agreement will begin on the Effective Date and will continue until terminated as specified herein.

3.              Changes. We reserve the right to make changes to this Agreement, or the Program at any time, including the referral process and the percentage amounts and conditions relating to commissions upon thirty (30) calendar days written notice. Such changes will only affect Qualifying Purchases after said thirty (30) day period. You agree that AudioEye and its subsidiaries and affiliates, including their respective directors, officers, members, employees and advisors, will not be liable to You or to any third party for any modification of this Agreement or the Program, suspension of Your access to the Program, or discontinuance of the Program.

4.              Exclusivity. This Agreement shall in no way limit our right to sell the AudioEye Offerings, directly or indirectly, to any current or prospective customers, including any Referrals.  During the term of this Agreement and for a period of 6 months following any termination of this Agreement, neither You nor, Your employees, agents and representatives will develop, market, promote, perform services through or for, offer for sale, license or access, or distribute in any manner directly or indirectly, any technology that is competitive with the AudioEye Offerings or similar to the AudioEye Offerings in form, fit or function.

5.              Your Application. AudioEye will have sole discretion over whether You will be permitted to participate in the Program. After You submit a completed Application to AudioEye, we will review Your Application and notify You if You have been accepted as a Referrer. If we do not notify You that You are accepted as a Referrer within 30 days, Your Application is considered rejected. We may request that You provide us with additional information to assist us in our review of Your Application. You covenant and agree that all information You provide to us in connection with Your Application will be accurate and complete and that You will promptly update us of any changes in Your information. If we accept You as a Referrer in the Program, then upon our notice of acceptance, this Agreement shall apply to Your participation.

6.              Referrals. Upon acceptance as a Referrer, You will be assigned a unique identifier (Your “Partner Key”) and a referral link. You may refer new potential customers that have expressed an interest in entering into an agreement with AudioEye (“Referrals”) to obtain access to AudioEye services or offerings (“Offerings”) using Your Referral link. When a Referral uses Your Referral link, our Referral tracking tool (“Referral Tool”) will reference Your Partner Key, subject to the terms of this Agreement, You will be eligible to receive a commission in an amount specified in this agreement (“Commission”) if the Referral makes a purchase (“Qualifying Purchase”) of AudioEye Offerings and the Purchase (“Purchase”) is made through Your Referral link as the qualifying purchase under the terms of this Agreement.

7.              Purchases. All Purchases are at the sole discretion of AudioEye and we reserve the right to refuse service to any Referral. We will have sole discretion over whether to allow any Referral to make a Purchase and will not be obligated to allow any Referral to make a Purchase. The terms and conditions of all agreements applicable to any Purchase will be in our sole discretion.

8.              Commissions. The applicable Commission rates for each Qualifying Purchase are as follows: (a) 20% of the Qualifying Fees for each Qualifying Purchase in the first 12 months following the Qualifying Purchase; and (b) 10% of the Qualifying Fees for each Qualifying Purchase for each subsequent year until the AudioEye Offering forming a part of the Qualifying Purchase is terminated or expires.  The “Qualifying Fees” are the fees actually paid to AudioEye for the AudioEye Offering forming the basis for the Qualifying Purchase.  Qualifying Fees do not include any other amounts, including amounts paid for other AudioEye Offerings.

9.              Eligibility.  You will be eligible to receive a Commission only if (1) our Referral Tool successfully identifies that a Referral makes the Qualifying Purchase using Your Referral link. (2) You are a Referrer under the Agreement at the time of the Qualifying Purchase. You acknowledge and agree that our Referral Tool may not successfully confirm that a Referral has made a Qualifying Purchase using Your Referral link even if that Referral has clicked on Your Referral link (for example, a Referral may clear local storage from their browser).

10.           Payment. Payments will be made 45 days from the end of the calendar month in which the Qualifying Purchase took place. Even if You are eligible to receive a Commission, AudioEye will not be required to pay You a Commission (or any other compensation) if any of the following exist and have not been not rectified: (i) the Commission would violate applicable laws; (ii) Your information on file with us is not accurate, complete, and up-to-date;  (iii)  You have acted in breach of this Agreement  or in bad faith, or by any other means that we deem to breach the spirit of the Program. We will not be required to pay more than one Commission on any given Qualifying Purchase. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.

11.           AudioEye Engagement with Referrals. Once we have received a Referral, we may elect to engage with that Referral directly, regardless of whether or not the Referral is valid. Any engagement between AudioEye and a Referral will be at AudioEye’s discretion. The method of contacting and following up with a Referral will be determined in Audioeye’s sole discretion; provided, however, that You shall actively support Audioeye in the sales process with Referrals when requested by Audioeye.

12.           Taxes. You are responsible for payment of all taxes applicable to Commissions. All amounts payable by us to You are subject to applicable offsets.

13.           Trademarks. During the term of this Agreement, You grant to us a nonexclusive, nontransferable, royalty-free right to use and display Your trademarks, service marks and logos (“Referral Marks”) in connection with the Program and this Agreement.

During the term of this Agreement, if we make any of our trademarks (“AudioEye Marks”) available to You within the Referral Tool, You may use those AudioEye Marks solely during the term of this Agreement provided You comply with the terms of this Section and any other usage requirements we may provide to You through the Referral Tool, AudioEye Site, or otherwise. You must: (1) only use the AudioEye Marks that we make available to You and no other trademarks of AudioEye; (2) use all AudioEye Marks only in the form made available, without altering them in any way; (3) only use the AudioEye Marks in connection with the Program and this Agreement; and (4) immediately discontinue use of all AudioEye Marks upon notice from AudioEye. You must not: (a) use the AudioEye Marks in connection with any other trademarks; (b) use the AudioEye Marks in a misleading or disparaging way; (c) use the AudioEye Marks in a way that implies we endorse, sponsor or approve of Your services or products; or (d) use the AudioEye Marks in violation of applicable law. All AudioEye Marks, any other trademarks that we may use from time to time, and all goodwill therein and related thereto, are and will remain the sole and exclusive property of AudioEye. You may not use the AudioEye Marks, without our prior written permission, except as expressly permitted under this Section.

14.           Proprietary Rights. You acknowledge and agree that no license is granted under this Agreement to use or access any Offerings, any of Audioeye’s proprietary technologies embodied therein, or any data, information or other content provided thereby. As between the parties, Audioeye retains all right, title and interest in and to the Offerings and all technology, data, information or other content embodied therein or provided thereby, as well as any intellectual property rights or similar rights in connection therewith, and You acknowledge that You neither own nor acquire any rights in or to the Offerings

15.           Feedback. If You provide AudioEye with any observations, comments, criticisms, suggested improvements and other feedback, about the use, operation, functionality and features of the Program or any AudioEye Offerings (“Feedback”), AudioEye will have the right to use the Feedback at AudioEye’s sole discretion, without notice to, payment to, or further consent from You. You hereby grants to AudioEye a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid, fully transferable, fully sublicensable license to use, reproduce, distribute, perform, display, modify, create derivative works of, make, have made, use, import, sell, and offer to sell the Feedback, in any form and for any purpose.

16.           Confidentiality. For purposes of this Agreement, “Confidential Information” means the terms and conditions of this Agreement and all information relating to the Program and the AudioEye Offerings, including technical information, concepts, designs, processes, methodologies, corporate plans, marketing and sales strategies, customers, potential customers, customer lists, financial information, and the like, disclosed both in tangible and intangible form. You will retain all Confidential Information in the strictest confidence, will not disclose the Confidential Information to any party whatsoever, and will use the Confidential Information only for purposes of performing under this Agreement. Without limiting the foregoing, You will use at least the same measures to protect the Confidential Information that You use to protect Your own information of the same type as the Confidential Information, but in no event less than reasonable care. Your obligations with respect to the Confidential Information will terminate only if and when the You can demonstrate that the Confidential Information: (1) was rightfully received from a third party under no confidentiality obligations; or (2) was or became generally available to the public other than by breach of a duty of confidentiality to AudioEye. You may disclose the Confidential Information solely to the extent necessary to comply with an order or requirement of a judicial or administrative process, provided that You promptly notify AudioEye and allow AudioEye a reasonable time to oppose such disclosure. The Confidential Information and all right, title and interest therein is and will remain at all times the exclusive property of AudioEye. Your duty to protect the Confidential Information under this Agreement will survive for a period of 5 years from the termination of this Agreement, except as to portions of the Confidential Information that include trade secrets, in which case Your duty will be perpetual.

17.           Termination.

17.1        Termination Without Cause. Both You and we may terminate this Agreement on 15 days written notice to the other party.

17.2        Termination for Agreement Changes. If we update or replace the terms of this Agreement, You may terminate this Agreement on 5 days written notice to us, provided that You send us written notice within 10 days after we send You notice of the change.

17.3        Termination for Cause. We may terminate this Agreement: (i) upon  5 days’ notice to You of a material breach of this Agreement by You if such breach remains uncured (if curable) at the expiration of such period; (b) immediately, if You become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (c) immediately, if You breach the terms applicable to Your subscription with us (if You have one), including if You default on Your payment obligations; or (d) immediately, if we determine that You are acting, or have acted, in a way that has or may negatively reflect on or affect us, any other Referrer, our prospects, or our customers.

17.4        Effects of Termination. Except in the event of termination under Section 17.3, Audioeye will continue to pay You Commissions for the duration of the applicable referral payment period for Qualifying Purchases in accordance with the Agreement made before termination.   Except as expressly provided in this Section and Section 9, You are not entitled to any fees, reimbursements, or other payments. You shall promptly refund to Audioeye any overpayments (e.g., Referral Fees on revenue that was reduced due to returns by the customer). Except as provided in this Section, You shall have no rights or claims against Audioeye in connection with termination of this Agreement; in particular, without any limitation, You hereby irrevocably waive any rights to severance or compensation for lost opportunities or investments to the maximum extent permissible under applicable law.

17.5 Except as provided above, upon termination of this Agreement for any reason: (a) all rights granted under this Agreement will immediately cease to exist; (b) You must promptly discontinue all further use of Your Referral Code and Referral link, as well as all AudioEye Marks, and cease participation in the Program; and (c) You must destroy or return to AudioEye all copies of any Confidential Information in Your possession or control. Upon request by AudioEye, You will certify to AudioEye in writing that You have fully complied with this Section.

17.6        Survival. The provisions that by their nature apply beyond termination of this agreement will survive termination of this agreement for any reason.

18    Representations and Warranties; Conduct of Business; Compliance

18.1        Each party represents and warrants that: (a) if an individual, it are not a minor and are legally permitted to enter into a binding contract, with AudioEye under applicable law and (b) if an entity, it is  in good standing under the laws of jurisdiction of organization; (b) it has full power and authority to enter into and perform this Agreement and that this Agreement is binding upon it and enforceable against it in accordance with its terms; and  (c) the person agreeing to this Agreement has been duly authorized and empowered to enter into this Agreement.

18.2     You represent, warrant and covenant to AudioEye that: (a) You have all sufficient rights and permissions to participate in the Program and to make all grants of rights and perform all of Your obligations under this Agreement; (b) Your participation in the Program will not conflict with any of Your existing agreements or arrangements and You are not (and will not become) an agent of any entity that competes with AudioEye for customers; (c) You will refrain from any unethical conduct or any other conduct that might damage the reputation of AudioEye or the Program or AudioEye Offerings; (d) You will make no false or misleading representations or statements concerning AudioEye or the Program or AudioEye Offerings; (e) You will not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public; (f) You will not interfere with AudioEye’s right to contract freely with any Referral or other third party; (g) will maintain sufficient resources and personnel to meet the needs of all Referrals and will ensure that such personnel are properly trained with regard to the AudioEye Offerings; and (h) will not make or publish any representations, warranties, or guarantees concerning the Program or AudioEye Offerings. You will be solely responsible for any representations, warranties, or guarantees made or published concerning the AudioEye Offerings by You or on Your behalf.

18.3      You represent and warrant that (a) You have submitted and will submit complete and truthful information in connection with Your application and all referrals; (b) You will submit all filings and obtain any approvals that may be necessary for You to perform Your obligations under this Agreement, (c) You will commit no act that would reflect unfavorably on Audioeye; (d) You are not a party with whom Audioeye is prohibited from doing business under U.S. export regulations and controls; and (e) You will comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with Your performance of this Agreement, including without limitation, privacy, anti-spam, advertising, copyright, trademark and other intellectual property laws.

18.4      You will comply with all export control and anti-boycott laws and regulations of the United States. In particular, without limitation, You will refrain from (a) referring Referrals that could be suspected of engaging in re-exports that would be illegal under U.S. law, and (b) disclosing any technical information related to Offerings to prohibited persons or destinations in violation of United States law. You certify that neither Offerings nor any technical data related thereto nor the direct product thereof are intended (a) to be used for any purpose prohibited by the applicable export laws or regulations, including but not limited to nuclear proliferation, or (b) to be shipped or exported, either directly or indirectly, to any country to which such shipment is prohibited by the applicable export laws or regulations.

18.5      You acknowledge that any sums paid to You under this Agreement are for Your own account and that, except as appropriate to carry out Your duties set forth herein in a legal manner and You did not, have no obligation to, and will not, directly or indirectly, give, offer, pay, promise to pay, or authorize the payment of money or anything of value to any other person in connection with the performance of Your referral activities hereunder. In particular, without limitation, You agree not to take any actions that would cause You or Audioeye to violate the United States Foreign Corrupt Practices Act or any other antibribery law.

19             Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE PROGRAM, AUDIOEYE OFFERINGS, OR THE REFERRAL TOOL FOR ANY PURPOSE. THE REFERRAL TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE PROGRAM AND THE REFERRAL TOOL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE PROGRAM, THE AUDIOEYE Offerings, AND THE REFERRAL TOOL, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

20             Indemnification. You agree to defend, indemnify and hold harmless AudioEye and its licensors, affiliates, officers, directors, shareholders, employees, agents, and representatives from and against any claim, loss, liability, cost, judgment, award, settlement, penalty, action, damage, charge, expense or fee (including reasonable attorneys’ fees) of any nature, and any claims, allegations or suits therefore, directly or indirectly arising out of or relating to the following by You or Your agents, employees, or representatives  : (1) the  breach of this Agreement; (2) Actions or omissions under this Agreement; (3) any representations, warranties, guarantees or other written or oral statements relating to AudioEye, the AudioEye Offerings, or the Program;  (4) the Referral Marks. or (5) allegations, actions, or proceedings for breach of contract or warranty, regulatory or other legal claims, tort and claims for bodily injury (including death) and damage to property. AudioEye agrees to promptly notify You in writing of any such action.

21     Limitations of Liability.

21.1        Damages Type Limitation. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AUDIOEYE BE LIABLE TO YOU FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR  (B) LOST PROFITS OR BUSINESS OPPORTUNITIES, ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, IN EACJ CASE REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

21.2        Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED UNDER THIS AGREEMENT IN THE 3 MONTH PERIOD PRECEDING THE LAST EVENT GIVING RISE TO A CLAIM.

22             Non-Solicitation. During the term of this Agreement and for a period of 12 months following any termination of this Agreement, You agree not to intentionally solicit for employment any of our employees or contractors. Both You and we acknowledge that (1) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (2) this provision is not intended to limit the mobility of either our employees or contractors.

23             Privacy. Your privacy is very important to us. Separate from these Terms and as made available from https://www.audioeye.com/privacy-policy/, we have provided our Privacy Policy to explain our privacy practices in detail. AudioEye reserves the right to revise the Privacy Policy from time to time and will provide reasonable notice of such revisions.

24     Dispute Resolution.

24.1 PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS RIGHTS THAT YOU MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF DISPUTES THROUGH MANDATORY ARBITRATION WITH A FAIR HEARING BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

24.2 Arbitration Terms. You agree that any dispute or claim arising out of or in any way relating to this Agreement or the AudioEye Offerings (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration as specified in this Section.

24.3 Arbitration Procedures. Before commencing arbitration, You must first present any claim or dispute to us in writing to allow us the opportunity to resolve the dispute. If the claim or dispute is not resolved within 60 days, You may request arbitration by serving a completed Commercial Demand for Arbitration Form on us and the American Arbitration Association (“AAA“). You can contact the AAA at 800-778-7879 or www.adr.org. The arbitration shall be conducted by the AAA in accordance with its Commercial Arbitration Rules, and, when deemed appropriate by the arbitrator, the AAA’s Supplementary Procedures for Consumer-Related Disputes, except as expressly set forth in these Terms. There shall be one arbitrator who will be a licensed attorney or a former judge and will have at least 10 years of legal experience in the resolution of commercial disputes. The arbitrator shall be chosen by written mutual agreement of the parties. If, after 7 days, You and we are unable to agree upon an arbitrator, the AAA will appoint the arbitrator. The arbitrator shall apply the substantive law of the state of Arizona, without giving effect to its conflict of law provisions. All face-to-face proceedings shall take place in an agreed-upon location in Phoenix, Arizona.

24.4        Award. Arbitration is final and binding. In making any award, the arbitrator will be restricted by the “Limitation of Liability” provision in these Terms and will not have jurisdiction to make an award to any party to the arbitration contrary to the “Limitation of Liability” provision. You expressly agree that the rulings of the arbitrator, including any award, shall be binding, non-reviewable and non-appealable.

24.5        Confidentiality. Any arbitration shall be confidential, and neither You nor we may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Any party shall have the right to prevent any actual or threatened breach of this confidentiality provision by temporary, preliminary, or permanent injunctive or declaratory relief.

24.6        Costs of Arbitration. The party requesting arbitration must pay the applicable AAA filing fee. Each party shall pay its own expenses of the arbitration, including the expense of its own counsel, witnesses, and presentation of evidence at the arbitration. If any party files a judicial or administrative action asserting a claim that is subject to arbitration and another party successfully stays such action or compels arbitration, the party filing that action must pay the other party’s costs and expenses incurred in seeking such stay or compelling arbitration, including reasonable attorneys’ fees.

24.7        Waiver of Jury and Class Action and Other Representative Proceeding. THE PARTIES EXPRESSLY AGREE THAT THERE SHALL BE NO JURY TRIAL OR RIGHT TO A JURY TRIAL, OR RIGHT TO ANY OTHER PROCEEDING TO RESOLVE ANY DISPUTE IN ANY COURT. THE PARTIES ALSO EXPRESSLY AGREE THAT ANY DISPUTE IS PERSONAL TO THEM, AND ANY SUCH DISPUTE SHALL ONLY BE RESOLVED BY AN INDIVIDUAL ARBITRATION. NEITHER PARTY AGREES TO CLASS ARBITRATION OR ARBITRATION WHERE A PERSON BRINGS A DISPUTE AS A REPRESENTATIVE OF ANY OTHER PERSON OR PERSONS. NEITHER PARTY AGREES THAT A DISPUTE CAN BE BROUGHT AS A CLASS OR REPRESENTATIVE ACTION OUTSIDE OF ARBITRATION, OR ON BEHALF OF ANY OTHER PERSON OR PERSONS. THE PARTIES AGREE THAT A DISPUTE MAY ONLY BE RESOLVED THROUGH AN INDIVIDUAL ARBITRATION AND SHALL NOT BE BROUGHT AS A CLASS ARBITRATION, A CLASS ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING.

25     Governing Law and Venue.

25.1        The interpretation of the rights and obligations of the parties in this Agreement and any dispute of any nature that might arise between You and AudioEye, will be governed by the laws of the State of Arizona, USA, as such laws apply to contracts between Arizona residents performed entirely within Arizona, without regard to its conflict of laws principles.

25.2        Subject to the Dispute Resolution Section above, each party will bring any action or proceeding arising from or relating to these Terms exclusively in a federal or state court located in Phoenix, Arizona. You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by AudioEye. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, and the parties hereby disclaim the application thereof.

26             Actions Permitted. Subject to the Dispute Resolution Section above, except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than 1 year after the cause of action has accrued.

27             Remedies. Except as expressly provided herein, the parties’ rights and remedies under this Agreement are cumulative. You acknowledge that the AudioEye Offerings contain valuable trade secrets and proprietary information of AudioEye, that any actual or threatened breach of the provisions of this Agreement relating to the AudioEye Offerings or the other intellectual property rights of AudioEye will constitute immediate, irreparable harm to AudioEye for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorney’s fees, court costs, and other collection expenses, in addition to any other relief it may receive.

28             Force Majeure. AudioEye will not be liable for delays, failure in performance or interruption of the AudioEye Offerings which result directly or indirectly from any cause or condition beyond AudioEye’s reasonable control, including any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

29     General.

29.1     Waiver. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

29.2     Relationship of the Parties. Both You and we agree that no joint venture, partnership, employment, or agency relationship exists between You and us as a result of this Agreement and that You are acting as an independent contractor.

29.3     Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

29.4        Notices.

29.1        All notices You provide to AudioEye under this Agreement shall be in writing, in English. When You send a notice to AudioEye, such notice shall be deemed properly given when addressed to AudioEye’s address as stated on its website and (1) delivered by personal delivery, (2) delivered by overnight courier service with signature required, or (3) seven days after being mailed by first class U.S. mail with postage paid, return receipt requested. In addition, You may provide us with notice of termination of this Agreement by contacting our customer service at 866-331-5324.

29.2        You agree that we may send You any notice, communication, or other information in connection with the AudioEye Offerings in electronic form to any e-mail address we have on file for You or, if the notice, communication, or other information applies to multiple users, by posting such notice through the Referral Tool. Notices, communications, or other information provided to You via e-mail will be deemed given and received on the transmission date of the e-mail. Notices, communications, or other information given through the Referral Tool will be deemed given and received on the day You access the Referral Tool containing such notice.

29.3        Your physical and email address are listed in the Application.  You agree to promptly notify us of any changes in Your address or contact details. If AudioEye sends You any notice, communication, or other information but You do not receive it because the email address in our files file is incorrect, out-of-date, blocked by Your service provider, or You are otherwise unable to receive the notice, communication, or other information, AudioEye will be deemed to have provided the notice, communication, or other information to You.

29.4        Entire Agreement. This Agreement is the entire agreement between us for the Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by You, including those contained in  any purchase order, acceptance, or website. Our obligations are not contingent on the delivery of any future functionality or features of the AudioEye Offerings or dependent on any oral or written public comments made by us regarding future functionality or features of the AudioEye Offerings.

29.5        English Language. It is the express wish of both You and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

29.6        Assignment. You may not assign, subcontract, or delegate this Agreement or any of Your rights or obligations hereunder, in whole or in part, including without limitation by operation of law, without Audioeye’s prior written consent. Any attempt to assign this Agreement without such consent will be null and void. Audioeye may assign this Agreement and subcontract or delegate its obligations hereunder to any third party with or without Your consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.  We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

29.7        No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement except our subsidiaries and affiliates, including their respective directors, officers, members, employees and advisors,.