The Parties agree to the following:

1.The referral fee shall be calculated as 10 percent (10%) of the net value from the sale order by a client as a direct result of a referral. The net value shall exclude value-added sales tax, shipping charges, refunds and payments not honored by a financial
institution. The referral fee will be paid as long as the client sale transaction is honored by his or her banking or credit institution.

2. Upon reconciliation of referral fees due, Umbree Rain Gear shall issue payment to the Company or person within thirty (30) days from the day the customer’s transaction is paid by his or her banking or credit institution. Payouts are made on the 15th of each month for the previous month's commissions (i.e. payment for January commissions will be paid on February 15th).

3. Placement of advertisements and branded referral methods for Umbree or it's brands (Simply Umbree, MyBrellie, Pet Lovers, and Umbree Scriptures) are at the sole discretion of the Company. However, in order to solicit sales, the Company shall not make
promises or issue any warranty either expressed or implied pertaining to the goods or services offered by Umbree Rain Gear and its brands previously outlined unless authorized in writing by Umbree Rain Gear.

4. The Company may make use of Umbree’s trademarks for the sole purpose of promoting Umbree and it’s brands, and goods or services. Any such use shall be in accordance with Umbree’s trademark policies. It is expressly understood that this referral agreement does not grant the Company any interest in Umbree’s trademarks or any other intellectual property rights.

 5. The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or
joint venture relationship is formed by this referral agreement and at no time may the Company position itself as affiliated to Umbree, except as an independent referrer. In view of this independent relationship, the Company shall not enter into any agreements on behalf of Umbree or its brands, shall make no warranty either expressed or implied on behalf of Umbree and shall not incur any expenses on behalf of Umbree Rain Gear.

6. This referral agreement does not grant exclusive rights to the Company to act as the referrer on behalf of Umbree and the Company shall have no rights under any other agreements entered into by Umbree with other Companies. 

7. The Company agrees not to disclose any confidential information pertaining to Umbree goods or services nor that of prospective or existing customers to any third party. The Company may do follow-up inquiries with its referred customers to confirm their purchase and to gather feedback about their experience with Umbree’s goods or services as supplied.

8. Either party may terminate this referral agreement at any time by giving the other party ten (10) business days prior written notice. Upon termination, by either party, all outstanding referral fees due to the Company or person at that time shall be settled in full within thirty (30) business days.

9. Each party shall indemnify, defend and hold the other party (and any other relation to the other party) harmless against any and all claims of whatsoever nature arising from misrepresentation, default, misconduct, failure to perform or any other activity related to this agreement.

10. This agreement constitutes the whole agreement between the parties and any alteration must be in writing and signed by both parties.