1. Purpose

Lil Beatz Ltd is in the business of Street/Urban Dance syllabus for ages 1-7. Lil Beatz Ltd wishes to gain additional clients/customers. The Affiliate is in a position to refer potential clients/customers to Lil Beatz Ltd.

2. Referral Arrangement

Upon the Effective Date of this signup, the Affiliate may, from time to time, refer potential clients/customers. Lil Beatz Ltd will pay the Affiliate a fee for these referrals.

3. Compensation

Lil Beatz Ltd shall pay commission, where a successful referral is defined as a referral that becomes a client/customer of Lil Beatz Ltd. A valid referral candidate is a potential client/customer that meets the specifications stated in Section 1 above. Lil Beatz Ltd shall pay the Affiliate within thirty (30) days of payment from the new client/customer.

4. Term

This Agreement shall commence upon the Effective Date of signup and will continue until either party gives notice of termination in Section 6.

5. Confidentiality

During the course of this Agreement, it may be necessary for Lil Beatz Ltd to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the Affiliate in order for the Affiliate to seek out potential referrals. The Affiliate will not share any of this proprietary information at any time. The Affiliate also will not use any of this proprietary information for the Affiliate’s personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by it’s natural termination or the early termination by either Party.

6. Termination

This Agreement may be terminated at any time by either Party upon 28 days written notice to the other Party. Upon termination, Lil Beatz Ltd shall pay the Affiliate all compensation due and owing for referrals made prior to the date of termination, but not yet paid.

7. Representations and Warranties

Both Parties represent that they are fully authorised to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organisation, or business or any law or governmental regulation.

8. Indemnity

The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying Party, or its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.

9. Limitation of Liability

Under no circumstances shall either party be liable to the other party or any third party for any damages resulting from any part of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, which are not related to or the direct result of a party’s negligence or breach.

10. Disclaimer of Warranties

The affiliate shall refer potential clients/customers as requested by Lil Beatz Ltd. The affiliate does not represent or warrant that such referrals will create any additional profits, sales, exposure, brand recognition, or the like. The affiliate has no responsibility to Lil Beatz Ltd if the referrals do not lead to Lil Beatz Ltd desired result(s).

11. Severability

In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

12. Waiver

The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.

13. Legal Fees

In the event of a dispute resulting in legal action, the successful Party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.

14. Legal and Binding Agreement

This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United Kingdom and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.

15. Governing Law and Jurisdiction

The Parties agree that this Agreement shall be governed by the Country in which both Parties do business. In the event that the Parties do business in different Countries, this Agreement shall be governed by United Kingdom law.

16. Entire Agreement

The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties.