BULLRUSH ENTERTAINMENT LLC – AFFILIATE AGREEMENT

THIS AFFILIATE AGREEMENT (“Agreement”) is entered into between Bullrush Entertainment LLC, a Nevada limited liability company, (the “Company”) and the acknowledging party (the “Affiliate”) and shall be effective as of the date listed (the “Effective Date”).  The Company and the Affiliate are referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Company has created software and a platform for a Trading Contest Gateway hosting contests and competitions.  The Company’s software incorporates gamification, data analysis, API Solutions, and historical tracking to drive ongoing user engagement;

WHEREAS, Affiliate wishes to refer new users to the Company for online entertainment on Bullrush.com and educational content on BullrushAcademy.com.

NOW, THEREFORE, for good and valuable consideration the parties agree as follows:

1. Purpose

Affiliate may refer Users (the “Users”) to the Company on the terms and conditions set forth herein. For clarification, this will be a seamless and instantaneous process by way of custom Affiliate links or Affiliate referral codes.

2. Representations of the Company

The Company represents and warrants to the Affiliate that:

a) Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms.

b) Company is a limited liability company duly organized, validly existing and in good standing under the laws of Nevada and,

c) Company is free to enter into this Agreement and the services to be provided pursuant to this Agreement are not in conflict with any other contractual or other obligation to which it is bound. 

3. Representations of the Affiliate

 a) The Affiliate has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Affiliate, enforceable in accordance with its terms.

b) The Affiliate acknowledges that the Company is in the online gaming business and may provide similar services (of the type contemplated by this Agreement or otherwise) to others and that nothing contained herein shall be construed to limit or restrict the Company in providing these services to others.

4. Duties of the Company 

During the term of this Agreement, the Company shall provide the following services:

a) shall, provide on-going services subject to the terms of any agreement with the referred Users,

b) Warrant that it will provide the services in accordance with the Company’s Terms and Conditions.

5. Duties of the Affiliate

During the term of this Agreement the Affiliate shall provide the following services:

a) Agree to abide by the terms of this Agreement and the Affiliate terms and conditions;

b) Perform all sales and marketing to build the Affiliate’s business.

c) Represent itself in a manner consistent with the professionalism and decorum exhibited by the Company and any domestic regulations or national laws in the jurisdictions where the Affiliate may solicit clients. To that end, the Affiliate must undertake to ensure any promotion, financial or otherwise, meets the requirements to be honest, fair and not misleading when engaging with any prospective users. 

6. Consideration

In consideration for the business generated, the Company agrees to pay a percentage of entry fees generated by the users as indicated by the custom Affiliate links or Affiliate referral codes on a tiered basis. 

a) Withdrawals can be made immediately after an Affiliate reaches 1,000 Credits.

b) All Affiliate Credits will be deposited in the Affiliates’ wallet.

The Commission schedule is attached as Exhibit A of this Agreement and may be changed without notice.

7. Fees and Expenses

Each party hereto shall be responsible for its own expenses in carrying out the duties set forth above, provided, however, Affiliates shall pay actual banking related fees when receiving funds from Company

8. Term and Termination

 a) Term. This Agreement shall begin on the Effective Date and continue for an initial one (1) year (together with all renewal terms, the “Term“). The Term will automatically renew for an additional one-year terms unless terminated by either party on ten (10) days written notice prior to the end of the Term.

b) Termination. Either party may terminate the Services at any time upon 15 days written notice. Any marketing material provided by Company to Affiliate in connection with the Services shall be returned to Company immediately upon the termination of this Agreement.

c) Survival. The provision of Sections 8-12 and 14 shall survive the termination of this Agreement and remain in full force and effect thereafter.

9. Confidentiality

Confidential Information shall mean all proprietary information, including agreements, documents, papers, fee schedules, processes and information, which is disclosed by the Company to the Affiliate.

a) Use of Confidential Information. The Affiliate agrees that it will not use any Confidential Information for its own account or for the account of any third party, nor will it disclose any Confidential Information to any third party.

b) Non-Confidential Information. Notwithstanding any other provision of this offer letter, no information received by the Affiliate hereunder shall be Confidential Information if such information is or becomes:

1. published or otherwise made available to the public other than by the Affiliate’s breach of this Agreement;
2. furnished to the Affiliate by a third party who received such information without restriction on its dissemination;
3. approved for release in writing by the Company;
4. known to, or independently developed by the Affiliate hereunder without reference to or use of such Confidential Information; or
5. disclosed to a third party by the Company without restricting its subsequent disclosure and use by such third party.
   
   10. Restrictive Covenants
   a)  Non-Solicitation. To the fullest extent permitted under applicable law, during the term and for a period of two (2) years after the termination of this Agreement for any reason (the “Restricted Period”), Affiliate will not, without the Company’s prior written consent, directly or indirectly, solicit any of the Company’s employees, Partners, and Affiliates or users to leave their employment or engagement, or attempt to solicit employees, Partners, or Affiliates or users of the Company, either for Affiliate or for any other person or entity. Affiliate agrees that nothing in this Section 10 shall affect Affiliate’s continuing obligations under this Agreement during the Term and for two (2) years after termination, including, without limitation, its obligations under Section 9.

 b) Non-Competition. Affiliate agrees that during the Term and for a period of two (2) years after termination, it will not, directly or indirectly, whether or not for compensation, be engaged in or have any financial interest in any business, wherever located, competing with or which may compete with the Company. This includes developing, selling, providing software or services that are identical, similar or related to the Company Platform or that uses Company’s Confidential Information provided as part of the Affiliate’s services within the same market or industry.

 c) Non-Disparagement. Affiliate shall not, during the Term of this Agreement, nor at any time thereafter, directly or indirectly, in public or private, in any manner or in any medium whatsoever, deprecate, impugn or otherwise make any comments, writings, remarks or other expressions that would, or could be construed to, defame the Company or its reputations, or that of its affiliates. Nor shall the Affiliate assist any other person, firm or company in so doing.

d) No Conflicting Obligations. The Affiliate represents that it does not have, and agrees that it will not enter into, any agreement, obligation, duty or commitment, paid or unpaid, with any third party, including advertising venues, that conflicts with any provision of the Agreement or any of the Affiliate’s obligations, duties or commitments under the Agreement.

11. Indemnification

The Affiliate will indemnify, defend and hold harmless Company with respect to any and all causes of action, claims, demands, damages, costs, suits and liabilities arising out of or in any way related to Affiliate’s interaction with any third party that is not due to the defect of the Company’s products.

12. The Affiliate as an Independent Contractor

The Affiliate shall perform its duties and otherwise conduct its business as an independent contractor and not as an employee or agent of the Company.  The Company and the Affiliate acknowledge that neither the Company nor any of its officers or employees is an officer, director or agent of the Affiliate; it is not, and will not be, responsible for any management decisions on behalf of the Affiliate and may not commit the Affiliate to any action. The Affiliate represents that the Company does not have, through stock ownership or otherwise, the power either to control the Affiliate, or to exercise any dominating influences over its management. The parties hereto understand and acknowledge that this Agreement shall not create or imply any agency relationship among the parties, and the Affiliate will not commit the Company in any manner except when a commitment has been specifically authorized in writing by the Company.

13. Notices

Any notice or communication permitted or required hereunder shall be in writing and shall be deemed sufficiently given if hand-delivered, sent postage prepaid by certified or registered mail, return receipt requested, or emailed to the respective parties as set forth below, or to such other address as either party may notify the other in writing:

If to the Company:                                       Bullrush Entertainment LLC

                                                                        701 S Carson St Ste 200

                                                                        Carson City, NV 89701

E-Mail:   legal@bullrush.com

14. Miscellaneous

a) Entire Agreement. This Agreement between the Company and the Affiliate constitutes the entire agreement and understanding of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth herein.

b) Public Announcements. Affiliate consents to Company’s reasonable use of the Affiliate Marks for public identification as a customer, along with general descriptions of any non-confidential matters Company has handled for Affiliate in promotional marketing materials and press releases.

c) Service of Process. The Affiliate hereby agrees that service of process in any such action or proceeding brought in Florida may be made upon it by serving a copy of the summons and other legal process in any such action or proceeding on the Affiliate by mailing or delivering the same by hand to the Affiliate at the address listed in Section 13 or at an email address specified by the Affiliate in Section 13. The service, as herein provided, of such summons or other legal process in any such action or proceeding shall be deemed personal service and accepted by the Affiliate as such, and shall be legal and binding by the Affiliate for all the purposes of any such action or proceeding. In the event that the Affiliate shall not be conveniently available for such service, the Affiliate hereby irrevocably appoints Company as its agent for service of process in respect of the proceeding before such courts and agrees that service on such agent shall be deemed personal service.

d) No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, legal representatives and assigns.

e) Electronic Signatures Effective This Agreement is an electronic contract that sets out the legally binding terms of your participation in the Company’s affiliate program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Affiliate application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.

f) Amendment and Modification; Waiver. This Agreement may be amended, modified or supplemented by the Company either by notice on the Company’s website or by email. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The venue for any proceedings arising out of or relating to this Agreement shall be in either the county or circuit court of Palm Beach County, Florida, as appropriate.  The prevailing party in any litigation arising out of or relating to this Agreement shall be entitled to an award of its reasonable attorneys’ fees and costs.

 h) This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.

i) All section or paragraph titles or captions in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.

j) Knowing and Voluntary. The Parties each acknowledge and represent that they have carefully read and understand all of the provisions of this Agreement, and the terms and conditions set forth in this Agreement. The Parties further acknowledge and represent that they enter into this Agreement freely, knowingly, and without coercion and based on their own judgment. Each Party has been given an opportunity to have an attorney of its choice review and advise that Party of the effect and meaning of this Agreement. The only promises made to any Party about this Agreement, and to sign this Agreement, are contained in this Agreement, and the Parties are signing this Agreement voluntarily.

k) Severability. If any provision of this Agreement, or the application of such provision, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

l) This Agreement may not be assigned by either party hereto without the written consent of the other, but shall be binding upon the successors of the parties.

AFFILIATE

Electronic Signature:                       _________________________________________________

Exhibit A

COMMISION SCHEDULE – AFFILIATES

*Tiers will be calculated on a 365 day rolling basis.