THIS SUB-RESELLER AGREEMENT (this “Agreement”) is made and entered into by and between Smack Mobile, PBC (DBA SM), a Delaware PBC 

This Agreement shall be effective upon the Effective Date.

1.1    Distribution Rights

Grant of License. SM has the right to provide certain services set forth on Exhibit A, which is attached hereto and is incorporated by reference herein (the “Service”), to its customers under reseller agreements with Mobile Network Operators (“MNOs”), collectively referred to as Prime Contracts (“Prime Contracts”).  SM grants to Sub-Reseller, and Sub-Reseller accepts from SM, on and subject to the terms and conditions of this Agreement, a nonexclusive, nontransferable, non-sub-contractible, revocable license to resell the Service to customers located in the area listed on Exhibit A (the “Territory”) procured by Sub-Reseller (“End Users”), for each such End User's use and without the further right to sublicense, distribute, transfer, or transmit the Service.

Ownership. SM, MNOs and its licensors, as applicable, retain exclusive ownership of all marketing collateral, policy and procedure manuals and all other documentation and know-how related to the Service (collectively, the “Licensed Materials”) and all worldwide intellectual property rights therein.  Sub-Reseller is not acquiring any right or interest in the Licensed Materials except the licenses granted in Section 1.1 of this Agreement.

Term. Subject to earlier termination pursuant to Section 6.1 of this Agreement, the term of this Agreement shall commence on the Effective Date and shall terminate on the second (2^nd) anniversary of the Effective Date (the “Initial Term”). After the Initial Term, this Agreement will automatically renew for consecutive twelve (12) month periods (each a “Renewal Term”), unless Sub-Reseller provides notice of intent to terminate at least sixty (60) days prior to the Initial or any Renewal Term. As used in this Agreement, Term means the Initial Term and any Renewal Term. SM may modify the terms of this Agreement effective for any Renewal Term by written notice at least thirty (30) days prior to the commencement of the Renewal Term for which the modification will be effective.

Restrictions on Use. Sub-Reseller may not: (a) sublicense, transfer, or otherwise assign its rights under this Agreement to any third-party nor allow any third-party to access or use the Service or the Licensed Materials, except as expressly provided in Section 1.1 of this Agreement; (b) modify the Licensed Materials; (c) create derivative works of the Licensed Materials; (d) translate, reverse engineer, de-compile, or disassemble the software elements of the Licensed

Materials to develop any other computer program or for any other reason; (e) copy the software elements of the Licensed Materials; or (f) copy the Licensed Materials, except as necessary to support Sub-Reseller’s obligations under this Agreement. The original and all copies of the Licensed Materials remain the sole property of SM, MNOs and its licensors, as applicable, subject to all of the confidentiality and other restrictions set forth in this Agreement.

1.2 Sub-Reseller Responsibilities.

(a)                Promotional Activities. Sub-Reseller shall be solely responsible for promoting, distributing, and supporting the Service in the Territory, including but not limited to, advertising the Service with Sub-Reseller’s other products and services in appropriate commercial media, identifying and contacting prospective End Users in person, by telephone, electronically, and using direct mailings, and advising End Users of the specifications, features, functions, and benefits of the Service and the use of the Service.

(b)                 End-User Agreements. Sub-Reseller shall obtain from each End User a fully executed agreement between Sub-Reseller and each End User for the use of the Service by End User (an “End-User Agreement”); provided, SM shall have the right to review and comment on the End-User Agreement from time to time, and Sub-Reseller shall not include any provision in an End-User Agreement that is in violation or contravention of this Agreement or is otherwise unacceptable to SM.  Upon request, Sub-Reseller shall provide SM a copy of each End-User Agreement entered into between an End User and Sub-Reseller. SM shall not be required to provide access to the Service for any End User until a copy of the fully executed End-User Agreement has been furnished to SM. 

(c)  End-User Support. Sub-Reseller shall be solely responsible for providing all aspects of End User support, customer service, and billing, unless otherwise agreed.

(d)  Special Stipulations. Sub-Reseller shall comply with each of the special stipulations set forth in Exhibit B, which is attached hereto and is incorporated by reference herein (the “Special Stipulations”)

Prime Contract.  From time to time, SM may provide to Sub-Reseller a copy of the Prime Contracts together with other documents, schedules, and exhibits ancillary thereto, which

Prime Contracts, documents, schedules and exhibits may be redacted by SM in its sole discretion (collectively, the “Prime Contract Documents”).  If provided, Sub-Reseller shall comply, in all respects, with all terms and conditions of the Prime Contract Documents as if Sub-Reseller were the party thereto as Reseller (as defined in the Prime Contract); provided, that, Sub-Reseller shall not required to comply with any redacted provisions thereof.  Any breach of any term of any of the Prime Contract Documents by Sub-Reseller shall be deemed to be a breach by Sub-Reseller of this Agreement.  The Sub-Reseller acknowledges and agrees that the Prime Contract Documents may be amended, restated, supplemented, replaced, terminated, or modified from time to time without prior consent or notice to Sub-Reseller.

(a)  Relationship of the Parties. The Parties shall act as independent contractors in the performance of this Agreement.  Neither Party shall act as, or be deemed to be, agent for, or partner of, the other Party for any purpose whatsoever, and the employees of one Party shall not be deemed the employees of the other Party.  Nothing in this Agreement shall be construed to grant either Sub-Reseller or SM the right to make a commitment of any kind, for or on behalf of the other Party, without prior written consent of the other Party. 

2.  Service Fees, Payments, Services

Service Fees. In consideration of the rights granted to Sub-Reseller herein, Sub-Reseller will pay SM the fees (the “Reseller Fees”) as set forth on Exhibit A.

Taxes. Sub-Reseller is responsible for, and must collect and pay, any and all federal, state, or local taxes imposed on amounts payable in respect of End-User Agreements procured by Sub-Reseller and will indemnify SM and hold SM harmless from and against any such taxes and will promptly reimburse SM for the amount of any taxes that SM is required to pay as a result of Sub-Reseller's failure to pay such amount.

Activity Report. Upon request, Sub-Reseller will provide SM with a monthly report (the “Activity Report”) listing the new End Users procured by Sub-Reseller during such period, renewals by End Users during such period, and terminations by End Users during such period, together with the annual amount paid or payable by such End Users (net of any discounts, rebates, service credits, refunds, or similar amounts). 

Payment Terms. Sub-Reseller will pay the aggregate Reseller Fees in accordance with Exhibit A.  All amounts due from Sub-Reseller not paid within thirty (30) days of the Due Date will bear interest until paid in full at the rate of 1.5% per month.

Audit.  Sub-Reseller shall keep complete, accurate records of the sale and licensing of the Service to End Users procured by Sub-Reseller and permit  SM to examine such records with respect to the sale, marketing, and distribution of the Service to End Users procured by Sub-Reseller upon request at least annually and once within 6 months after termination of this Agreement. In the event such audit discloses that Sub-Reseller failed to pay all amounts due to SM under this Agreement, Sub-Reseller shall immediately pay 125% of the amount of the underpayment of the Reseller Fees, and if the underpayment was 3% or more, Sub-Reseller shall reimburse SM for the expenses incurred by SM in performing the audit.   

3.  Limited Warranties and Remedies

3.1 Limited Warranties.

(a)     Sub-Reseller represents to SM that:

(i)   Sub-Reseller has full right, power, and authority to enter into and perform this Agreement without the consent or approval of any third party;

(ii) this Agreement is the legal, binding, and valid obligation of Sub-Reseller, enforceable against Sub-Reseller in accordance with its terms, except as enforcement may be limited by laws affecting the rights and remedies of creditors and by general equitable principals; and

(iii)Sub-Reseller shall make no representation, warranty, or guarantee on behalf of SM.

(b)     Sub-Reseller warrants that it has sufficient expertise and personnel to carry out the responsibilities of Sub-Reseller under this Agreement.

Disclaimer of Additional Warranties. SM EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE Service and the LICENSED MATERIALS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. Sub-Reseller ASSUMES ALL RISKS ASSOCIATED WITH use of the service AND THE LICENSED MATERIALS. SM DOES NOT WARRANT THAT THE SERVICE AND the LICENSED MATERIALS WILL BE ERROR FREE OR WILL MEET Sub-Reseller'S SPECIFIC NEEDS, OR THAT USE OF THE SERVICE WILL BE UNINTERRUPTED, timely, secure, error, or virus free. SM MAKES NO WARRANTY WITH RESPECT TO, AND Sub-Reseller ASSUMES ALL RISKS OF, DATA SECURITY OR INTEGRITY WHEN DATA IS TRANSMITTED OVER THE INTERNET OR VIA WIRELESS DEVICES. Sub-Reseller IS SOLELY RESPONSIBLE FOR DETERMINING THE PROPER IMPLEMENTATION AND USE OF THE SERVICE AND THE LICENSED MATERIALS.

Limitation of Liability. IN NO EVENT WILL SM BE LIABLE TO Sub-Reseller OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, IN ANY WAY RELATED TO THIS AGREEMENT, THE PERFORMANCE OF ANY SERVICES PURSUANT TO THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, BREACH OF WARRANTY, OR TORT, EVEN IF SM HAS BEEN ADVISED OF, OR COULD HAVE REASONABLY FORESEEN, THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SM'S LIABILITY TO Sub-Reseller OR ANY OTHER PERSON EVER EXCEED THE TOTAL OF ALL AMOUNTS  PAID BY Sub-Reseller TO SM UNDER THIS AGREEMENT in the NINETY (90) DAY period prior to when the claim arose, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, NEGLIGENCE, TORT, OR OTHERWISE. ThE limitation upon damages and claims is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.

4.  Indemnification.

General.  Sub-Reseller shall indemnify, defend, and hold harmless SM, its affiliates, and its and their directors, officers, employees, and agents (each, an “Indemnitee”) from and against all loss, damage or cost (including reasonable attorney’s fees and court costs) arising out of or related to: (a) any breach, inaccuracy, or incompleteness of any representation or warranty of Sub-Reseller contained in or made pursuant to this Agreement, (b) any breach of or failure of Sub-Reseller to perform any covenant or obligation applicable thereto as set forth in this Agreement, or (c) personal injury or property damage caused by the negligence or misconduct of Sub-Reseller in connection with this Agreement (each a “Claim”).

Procedures for Claims.  Indemnitee agrees to give Sub-Reseller prompt written notice of any Claim for which Indemnitee seeks indemnification, provided however, any failure by Indemnitee to timely provide such notice will not relieve Sub-Reseller of its indemnification obligations except to the extent Sub-Reseller can demonstrate actual prejudice as a result of such failure.  Within thirty (30) days after receiving Indemnitee’s notice of a Claim, but no later than ten (10) days before the date on which any formal response to the Claim is due, Sub-Reseller will notify Indemnitee in writing acknowledging its indemnification obligation and assuming control of the defense and settlement of the Claim (a “Notice of Election”).  If Sub-Reseller delivers a timely Notice of Election to Indemnitee, Sub-Reseller shall have sole control over the defense and settlement of the Claim.  Indemnitee shall cooperate with Sub-Reseller in the defense of the Claim.  Indemnitee will

have the right to participate with Sub-Reseller in the defense or appeal of any Claim, at Indemnitee’s option and at Indemnitee’s own expense (such expense not being indemnified by Sub-Reseller), but Sub-Reseller will have sole control and authority with respect to any such defense, compromise, settlement, appeal, or similar action, provided that Sub-Reseller obtains Indemnitee’s prior written consent to any settlement that requires Indemnitee to make any admission of fault or pay any amounts in connection with such settlement.  If Sub-Reseller does not deliver a timely Notice of Election or does not conduct the defense of a Claim after delivering a timely Notice of Election, Indemnitee may defend and/or settle the Claim in such manner as it may deem appropriate, at the cost and expense of Sub-Reseller, including payment of any settlement, judgment or award and the costs of defending or settling the Claim.  Sub-Reseller will promptly reimburse the Indemnitee upon demand for all Losses suffered or incurred as a result of or in connection with the applicable Claim. 

5.      Confidentiality

Confidential Information. Sub-Reseller agrees that it will not disclose, provide, or otherwise make available any Confidential Information of SM during the Term of this Agreement and for a period of 5 years thereafter, and in the case of Confidential Information that constitutes a trade secret under applicable law, for as long as such Confidential Information remains a trade secret.  Sub-Reseller agrees that it will obtain a written confidentiality agreement from each consultant, employee, or other person not governed by this Agreement who is provided access to the Confidential Information of SM. In addition, Sub-Reseller agrees that it will not:

(a)  Use SM’s Confidential Information for any purpose beyond the scope of this Agreement;

(b)  Copy any part of the Confidential Information or disclose any part of the Confidential Information to any Person other than Sub-Reseller’s employees or consultants who need the information to perform their duties;

(c)   Authorize or permit any such employee or consultant to use or disclose any part of the Confidential Information in violation of this Agreement;

(d)  Reverse engineer, de-compile, or disassemble any of the Confidential Information nor use any of the Confidential Information for the purpose of reverse engineering, de-compiling, or disassembling the Service, the software elements of the Service; or

 Produce any product nor offer any service of any nature whatsoever based in whole or

(a)  in part on the Confidential Information nor cause or assist any other entity in doing so.

Exclusions. The Sub-Reseller's obligations under this Agreement will not apply to any portion of the Confidential Information that:

(a)  At the time of disclosure to Sub-Reseller, was in the public domain or subsequently becomes a part of the public domain through no breach of this Agreement;

(b) Sub-Reseller had in its possession at the time of disclosure by SM, as established by written documentation in existence at that time, and that was not acquired directly or indirectly from SM or with knowledge of confidentiality restrictions;

(c)  Sub-Reseller subsequently acquires by lawful means from a third-party who is under no obligation of confidentiality or non-use owed to SM; or

(d) Sub-Reseller subsequently independently develops without any use of or reference to the Confidential Information.

Disclosure Pursuant to Legal Process. If Sub-Reseller is legally compelled to disclose any portion of the Confidential Information in connection with a lawsuit or similar proceeding or to any governmental agency, Sub-Reseller will give SM prompt notice of that fact, including in its notice the legal basis for the required disclosure and the nature of the Confidential Information that must be disclosed. Sub-Reseller will cooperate fully with SM in obtaining a protective order or other appropriate protection relating to the disclosure and subsequent use of the Confidential Information. Sub-Reseller will disclose only that portion of the Confidential Information that is legally required to be disclosed.

Enforcement. Sub-Reseller acknowledges that SM would have no adequate remedy at law should Sub-Reseller breach its obligations under this Section 5 and agrees that SM will be entitled to enforce its rights under this Section 5 by obtaining appropriate equitable relief including a temporary restraining order and an injunction. No delay or failure by SM in exercising any right under this Agreement will be construed to be a waiver of that right or of the right to assert a claim with respect to any future breach of this Agreement.

Return of Confidential Information. Upon request by SM, the Sub-Reseller will return any portion of the Confidential Information that Sub-Reseller no longer has the right to use, including all copies of that Confidential Information, and all abstracts, summaries or documents produced using that Confidential Information, or, if so directed by SM in writing, the Sub-Reseller will destroy all copies of that Confidential Information (including abstracts, summaries or documents produced using that Confidential Information) and will certify to SM in writing that all copies, abstracts, summaries, and documents have been destroyed.

6. Breach and Termination

Termination of Agreement. Sub-Reseller's license to resell the Service will be effective for the Term, unless terminated earlier in accordance with the express provisions of this Section 6.1.  SM may terminate this Agreement:

(a)  upon 45 days’ prior written notice to Sub-Reseller;

(b)  immediately and automatically, upon termination, expiration, or cancellation of the Prime Contract;

(c)  immediately and automatically, upon the unauthorized assignment of this Agreement by the Sub-Reseller

(d)  if SM, in its sole discretion, believes that the use of the Service by Sub-Reseller or any End User is or may be in violation of, infringes, or otherwise jeopardizes the validity of the Prime Contract, then five days after written notice to Sub-Reseller thereof if Sub-Reseller or such End User does not cease the violating activities within such five-day period;

(e) if SM, in its sole discretion, believes that the use of the Service by Sub-Reseller or any End User will or may negatively impact, interfere with or affect the use of the Service by any third parties under any agreement to which SM is a party, then five days after written notice to Sub-Reseller thereof if Sub-Reseller or such End User does not cease the violating activities within such five-day period;

(f)  immediately, if MNO notifies SM that the use of the Service by Sub-Reseller or any End User is in violation of the Prime Contract;

(g)   upon written notice to Sub-Reseller if Sub-Reseller breaches any term of this Agreement and fails to cure that breach (A) within five (5) days after receipt of written notice of the breach from SM, in the case of a breach of a payment obligation, a violation of the restrictions in Section 1.1 of this Agreement, or a violation of the confidentiality provisions in Section 5 of this Agreement, or (B) within ten (10) days after receipt of written notice of the breach from SM, in the case of any other breach of this Agreement.

Effect of Termination. Upon termination of this Agreement, Sub-Reseller shall discontinue all promotion of and marketing of the Service and delete the Licensed Materials from all computer systems and media owned or controlled by Sub-Reseller on which the Licensed Materials are then resident, and destroy, and 

document in writing the destruction of, all tangible copies of the Licensed Materials and any embodiments of these materials in the possession or under the control of Sub-Reseller.  Termination of this Agreement shall not result in termination of End-User Agreements.  At the end of the Term, Sub-Reseller shall assign all End-User Agreements to SM.  SM shall have no obligation to provide remuneration to Sub-Reseller in respect of the assigned End-User Agreements.

Survival. The provisions of Sections 1.2, 1.4, 2.5, 3.2, 3.3, 4, 5, 6.1, and 6.2 of this Agreement will survive and continue in full force and effect notwithstanding the termination or expiration of this Agreement.

7.  Miscellaneous Provisions

Injunctive Relief. Sub-Reseller acknowledges that, in the event of Sub-Reseller’s breach of any of the foregoing provisions, SM may not have an adequate remedy in money or damages. SM will be entitled to seek an injunction against such breach from any court of competent jurisdiction immediately upon SM’s determination that a breach has occurred. SM’s right to obtain injunctive relief shall not limit its right to seek further remedies. Sub-Reseller further agrees and acknowledges that it shall not be entitled to injunctive relief with respect to any alleged breach by SM of any of the foregoing provisions, and Sub-Reseller’s sole remedy for SM’s alleged breach of any of the foregoing provisions shall be in the form of monetary damages.

Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflicts of law provisions. Subject to and without waiving the mandatory arbitration provisions set forth herein, Sub-Reseller consents to the exclusive jurisdiction of any appropriate state court sitting in Delaware or any Federal Court sitting in the District of Delaware in the event that court action is initiated. The parties expressly exclude all application of the United Nations Convention on the International Sale of Goods to this Agreement.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.

Arbitration. Any dispute, controversy, or claim arising out of, in connection with, or relating to, this Agreement, the breach or alleged breach this Agreement, or the termination, enforcement, interpretation, or validity of this Agreement, including extra-contractual claims and any determination of the scope or applicability of this provision to arbitrate, shall, upon the request of any party involved, be submitted to, and settled by, binding, non-appealable arbitration in the Delaware before a single arbitrator.  The arbitration shall be administered by JAMS.  Any award rendered shall be final and conclusive upon the parties and non-appealable.  The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its own experts, evidence, and counsel's fees, and provided further, that in the discretion of the arbitrator, the arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  This clause shall not preclude SM from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, as contemplated in Sections 5.4 and 7.1.

Notices. All notices, communications, and deliveries under this Agreement must be made in writing signed by the Party making the same, must specify the Section under this Agreement pursuant to which it is given or being made (if applicable), and will be given or made to the address specified on the signature page hereto.

No Right of Set Off. Sub-Reseller may not deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amounts owed by SM or its affiliates to Sub-Reseller to against any amounts Sub-Reseller may owe to SM or any of its affiliates (including Reseller Fees).

Severability; No Waiver. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Failure by either party to enforce any rights under this Agreement will not be construed as a waiver of such rights.

No Assignment. Sub-Reseller may not assign, delegate, or sublicense its rights or obligations under this Agreement without the prior express written consent of SM.  Any change of control effected by Sub-Reseller shall be deemed to be an assignment under this Agreement, and accordingly, shall require the prior express written consent of SM prior to the consummation thereof.

Force Majeure. Neither Party will be held responsible for any delay or failure in performance (other than payment obligations) to the extent that such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government regulation, civil or military authority, act of God, acts or omissions of internet service providers, failure of the internet, or other similar causes beyond its control.

Entire Agreement. This Agreement constitutes the complete understanding between the parties with respect to the subject matter of this Agreement and any Exhibits hereto, and supersedes all previous written or oral agreements, proposals, RFP responses, and representations. Additionally, the parties acknowledge that there are no contemporaneous side-letters, or oral.

or other arrangements that contradict, alter, or otherwise serve to modify any of the terms set forth in this Agreement. Sub-Reseller acknowledges and agrees that Sub-Reseller has not relied on the potential availability of any future product, functionality, or feature, or any statement or representation by SM or its employees concerning the potential availability of any future product, functionality, or feature. The terms and conditions of this Agreement will control over any terms and conditions in any solicitation, request for proposal, proposal, purchase order, acknowledgment, or other written form. Sub-Reseller acknowledges that any pre-printed terms and conditions on or attached to Sub-Reseller’s purchase orders or invoices will be of no force or effect. This Agreement may be modified only in a writing which expressly references this Agreement and is executed by both of the Parties to this Agreement. This Agreement may be executed in several counterparts, all of which taken together will constitute one single Agreement between the Parties. This Agreement is effective when accepted by SM in Longmont, CO.

Interpretation of Agreement. The following rules of interpretation must be applied in interpreting this Agreement: (a) the section and subsection headings used in this Agreement are for reference and convenience only, and will not enter into the interpretation of this Agreement, (b) all references to Sections and Exhibits are to the Sections in this Agreement and Exhibits to this Agreement, as the case may be, (c) the provisions of the Exhibits are incorporated in this Agreement, and (d) as used in this Agreement, the term “including” will always be deemed to mean “including without limitation”.

Special Stipulations. To the extent that any of the Special Stipulations conflict with any of the provisions of this Agreement, such Special Stipulations shall control.

Special Stipulations. Except as otherwise set forth herein, this Sublease may not be modified or amended in any manner other than by a written agreement signed by the parties hereto; provided, that, SM may modify the Special Stipulations by written notice at least ten (10) days prior to the effectiveness of the modifications.

8.  Definitions

“Confidential Information” means all business or technical information of SM that is not generally known to the public and that derives value from not being generally known, whether such information is disclosed orally or in writing.  Confidential Information may include any software, documentation, flow-chart, logic diagram, design proposal, screen shot, screen shot concept, algorithm, device, compilation of information, method, technique, or process.  Confidential Information shall include the existence and terms of the Prime Contract. 

“Party” means SM or Sub-Reseller, individually, and “Parties” means SM and Sub-Reseller, collectively.

[Signature Page Follows]

Authorized Dealer One Time signup Fees and Monthly Franchise Fees

Partner services provided by but not limited to: Smack Mobile, Ixfinity, AT&T, Fiber & G-Stream Cable For Home & Office

At Large Authorized Internet & Cable Dealer One Time Franchise Fee $138 Monthly Franchise Fee(s) $26 (after first 90 days)

• Partner Internet 
• Partner Fiber
• Partnber cable products 
• Partner wireless streaming products 
• Dashboard Portal
• Yourname@Smackmobile.com (up to 5 email accounts)

At Large Authorized Dealer One Time Signup Franchise Fee $1,000 Monthly Franchise Fee(s) $69 (after first 90 days)

• Partner Mobile Talk, Text & Data Plans 
• Partnber Data only Plans
• Partner Mobile 4G/5G WiFi Plans  For Home & Office
• Partner Internet 
• Partner Fiber
• Partnber cable products 
• Partner wireless streaming products 
• Dashboard Portal
• Yourname@Smackmobile.com (up to 5 email accounts)
• Access to wholesale phones, tablets, wearables and accessories

• Master Authorized Dealer (Brick and Mortar) One Time Signup Franchise Fee $1,500 Monthly Franchise Fee(s) $99 (after first 90 days)

  • Partner Mobile Talk, Text & Data Plans 
  • Partnber Data only Plans
  • Partner Mobile 4G/5G WiFi Plans  For Home & Office
  • Partner Internet 
  • Partner Fiber
  • Partnber cable products 
  • Partner wireless streaming products
  • Partner VIOP
  • Dashboard Portal
  • Yourname@Smackmobile.com (up to 5 email accounts)
  • Access to wholesale phones, tablets, wearables and accessories

• Smack Mobile White Label  (100% Your Brand) One Time Signup Fee $2,500 Monthly Franchise Fee(s) $99 (after first 90 days)

  • Partner Mobile Talk, Text & Data Plans 
  • Partnber Data only Plans
  • Partner Mobile 4G/5G WiFi Plans  For Home & Office
  • Partner Internet 
  • Partner Fiber
  • Partnber cable products 
  • Partner wireless streaming products
  • Partner VIOP
  • Dashboard Portal
  • Domain and turnkey website
  • Yourname@yourdomain.com (up to 5 email accounts)
  • Access to wholesale phones, tablets, wearables and accessories

IN WITNESS, WHEREOF, the undersigned have executed this Agreement as of the date below the signature of SM (the “Effective Date”).

Each of the parties, as Recipient, agrees that such Recipient will not use, disseminate, or in any way disclose any Confidential Information of the other party, as Discloser, to any person, firm or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with personnel or authorized representatives of such Discloser, and for any other purpose such Discloser may hereafter authorize in writing. Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties. Each of the parties, as Recipient, agrees that such Recipient shall treat all Confidential Information of the Recipient’s own Confidential Information, but in no case less than reasonable care. Each of the parties, as Recipient, which is not an individual agrees that such Recipient shall disclose Confidential Information of the other party, as Discloser, only to those of such Recipient’s employees who need to know such information, and such Recipient certifies that such Recipient’s employees who need to know such information, and such Recipient certifies that such Recipient employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information of the Discloser, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such Recipient under this Agreement. Each of the parties, as Recipient, shall immediately give notice to the other party, as Discloser, of any unauthorized use or disclosure of Discloser’s Confidential Information. Each of the parties as Recipient, agrees to assist the other party, as Discloser, in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information.

Disclosure of Third Party Information: Neither party shall communicate any information to the other in violation of the proprietary rights of any third party.

No Warranty: All Confidential Information is provided “AS IS” and without any warranty, express, implied or otherwise, regarding such Confidential Information’s accuracy or performance.

Term: This Agreement shall govern all communications between the parties that are made during the period from the Effective Date to the date on which either party receives from the other written notice that subsequent communications shall not be so governed, provided, however, that each party’s obligations under Paragraph 2 (“Nondisclosure and Nonuse Obligations”) with respect to Confidential Information of the other party which such each party has previously received shall continue in perpetuity.

No Assignment: Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

Injunctive Relief: A breach by either party of any of the promises or agreements contained herein will result in irreparable and continuing damage to the other party for which there will be no adequate remedy at law, and such other party shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).