Exclusivity and Sales Agreement

This Exclusivity Agreement is made and entered by using the Blisness Application by and between the business entity using the Blisness application (“A”) and BARGOPAY LLC (“B”).

WHEREAS, A, either individually or through a to-be-formed entity, is interested in entering into a mutually agreeable and binding definitive agreement with B and will obey the following clauses:

 

1. A 10% commission fee will be charged for every transaction that is made through the

application.

 

2. Any payments made by Users that are less than $10.00 will result in a fee in the amount of 15 cents, which is not a part of the 10% commission fee that is charged. (Hereinafter, the term “User(s)” will refer to those individuals that directly use B’s platform excluding any businesses or organizations that B deals with.)

 

3. Any payments made by the Users that are above $5.00 will receive an exclusive 3% discount;

Any payments made by the Users that are above $20.00 will receive an exclusive 5% discount; And any payments made by the Users that are above $100.00 will receive an exclusive 10% discount.

 

4. There will be exclusivity on every discount/promotion posted onto B’s application. (A is not

allowed to give a discount equal to or greater to that of B, thereby undercutting B.)

 

5. Users shall be made aware of the services B offers, but competitors shall not. (Educate Users

on how to use B’s platform and introduce potential Users that are not aware of the platforms existence. However, no trade secrets of the platform shall be divulged in the process of educating and/or spreading awareness.)

 

6. A acknowledges that the Users of the application and/or platform are responsible for any laws that they break. Therefore, B cannot be held liable for any illegal activity that the Users of the application and/or platform partake in. Some of the cases that are included, but these instances are not limited to: underage drinking, damages to any personal property, theft, injury, death, battery and assault.

 

7. B can terminate or change this Agreement at any point in time as they deem fit without any notice to A.

 

8. By downloading the Blisness application A will be required to sign or accept an

additional terms of service agreement in order to be able to use said application.

 

9. A will at all times have the Blismo App’s sticker on the window of their institution.

NOW, THEREFORE, in light of the foregoing mutual premises, under the clauses listed above, A and B, intend to be legally bound and they further agree as follows:

1. Beginning on the date of this Agreement and ending on the Termination Date (as defined below) (such period, the “Term”), A agrees that during the Term it shall not, and shall cause its affiliates, directors, officers, employees, agents and representatives not to, discuss, solicit any discussion of or enter into any agreement regarding a proposed sale, merger or other business combination involving B’s competitors. The “Termination Date” shall be 365 days after the date of this Agreement and shall be renewed automatically until a termination request 7 days prior to the intended date of termination is sent to team@blismo.com. 

2. The trade secrets, the existence and contents of this Agreement, as well as the identities of the parties, are intended to be confidential and are not to be discussed with or disclosed to any person or entity, except (i) with the prior written consent of the other party, (ii) as required to comply with applicable law, order or regulation or (iii) as B reasonably deems appropriate. Any public announcement or similar publicity with respect to the terms of this Agreement or any transactions will be issued, if at all, at such time and in such manner as the parties shall mutually determine. Notwithstanding the foregoing, both parties shall be entitled to inform their respective investors and advisors of the existence and contents of this Agreement if such investors and advisors agree to maintain the confidentiality of such information.
 

4. This Agreement may not be amended or modified except by a written agreement executed by both parties A and B.

5. This Exclusivity Agreement shall terminate at the end of the Term, following which the parties shall have no further obligations to each other under this Agreement except as provided in paragraph 2, which shall survive the termination of this Agreement.

6. No party may assign any of its rights under this Agreement without the prior written consent of the other party, which consent may be withheld in the sole and absolute discretion of such party.

7. THIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS OTHERWISE APPLICABLE TO SUCH DETERMINATIONS.

❖ However, any disputes regarding any mistakes or errors made by B will not be enforced

in a court of law. Instead by accepting this Agreement by using Blisness, A consents to allow B to correct any problems that may arise. B promises to work in a timely manner to correct any mistakes or errors and promises to do so professionally and ethically.

❖ On the other hand, if A were to breach this Agreement, will receive a warning given by BARGOPAY LLC.

Moreover, if this agreement has been breached after the warning, a monetary penalty will be imposed for each infringement in the sum of $200.00 or in the sum equaling the damages, whichever one is greater will supersede the other. If A refuses to pay for damages, a lawsuit will be filed under Maryland’s jurisdiction. Lastly, upon immediate termination, A may not use the trade secrets and contents of this Agreement to engage in direct competition with BARGOPAY LLC. The monetary penalty may be reduced or waived once have successfully processed over $700 through the Blismo Application or Blisness Application within that month. The monetary penalty would be reimposed if you (The business entity utilizing the Blisness application) fails to reach the amount within that month.