Partner Agreement

This Agreement ("Agreement") is by and between iDictate and Quicktate, a wholly owned subsidiary of Action Cellular Rent a Phone, Inc., a California corporation ("Quicktate"), and You ("You"), together hereinafter referred to as the "Parties", and is effective on the date Quicktate accepts You as a Partner ("Effective Date").


Whereas, Quicktate provides Transcription Services throughout the United States and across the world; and

Whereas, the Parties wish to allow Your customers to submit their audio files to Quicktate so that they may be transcribed.

Now, Therefore, in consideration of the mutual promises contained herein, the parties hereto agree:

1. Definitions

The following terms when used herein shall have the following meanings:

1.1 "End User" shall mean one of Your customers that creates a Quicktate account for the purpose of submitting audio files to Quicktate to be transcribed.

1.2 "Marks" are brand names, trade names, Company names, corporate logos, service marks, product names, and trademarks owned by the Parties.

1.3 "Services" shall mean the transcription services provided by Quicktate pursuant to this Agreement.

2. Term of Agreement

Subject to the provisions of Section 12 hereof permitting an earlier termination of this Agreement, the term of this Agreement shall commence on the Effective Date, and continue for a period of six (6) months (hereinafter the "Term"). Thereafter, the Agreement will automatically renew for successive one (1) month terms, unless either party provides written notice of its intent not to renew the Agreement at least thirty (30) days prior to the initial or any successive term's expiration.

3. Commissions

Quicktate shall share transcription revenue it collects from Your customers that deliver files to Quicktate at the rate set forth in our Partner Campaign description.

4. Prices, Terms of Payment

4.1 Payment of Charges. You are not responsible for payment of any charges incurred by End Users for Services provided pursuant to this Agreement.

4.2 Payments. Quicktate shall pay You a commission by the 15th day of each calendar month for the preceding calendar month via Paypal.

4.3 Paypal fees shall be deducted from your commission.

4.4 Disputed Charges. If You dispute Quicktate's calculations for determining Your commission, You shall notify Quicktate in writing and submit appropriate documentation justifying such dispute to Quicktate within thirty (30) days of the date You became aware of the dispute, but in no event later than three (3) months after the payment Due Date or such dispute is waived. Notwithstanding any such dispute, Quicktate shall pay Your full undisputed Share of commission pending the resolution of such dispute. Quicktate will respond to Your written dispute within forty-five (45) days of receipt of such dispute. You and Quicktate shall use best efforts to resolve all disputes and the appropriate Party shall promptly refund any amounts due upon dispute resolution.

5. Advertising and Promotion

The Parties may prominently display each others' names and logos on their web sites in order to promote the Services.

6. Trade Name and Trademark

6.1 Both parties recognize the right, title, and interest of the other party in and to all trademarks, trade names, brand names, and service marks ("Marks") used by that party and agree to not engage in any activity or commit any act, directly or indirectly, that may contest, dispute or otherwise impair such right, title or interest in the Marks of the other party. Except as provided in Section 5 above, either Party wishing to use the other's Marks in any manner, shall obtain written approval for such use. Use of the Mark shall be allowed upon receipt of written authorization for such use from the party that owns the Mark.

6.2 The obligations undertaken by the parties pursuant to this Section 6 shall survive termination of this Agreement. In the event of such termination, the parties agree to not register or use any Marks that are the same as or confusingly similar to Marks of the other party and to surrender or abandon its use or ownership of any trade name or style containing any Marks confusingly similar to that of the other party.

6.3 The parties agree to indemnify, defend, and hold each other harmless in any third-party action relating to the use of the other party's Marks in violation of the provisions of this Agreement or in violation of such third party's intellectual property rights.

7. Miscellaneous Undertakings

7.1 Acts of Others. Quicktate shall not be liable for any act or omission of Your company or any other entity furnishing equipment, software, apps or services to End Users, nor shall Quicktate be liable for any damages or losses due to the fault or negligence of Your Company or End User due to the failure of equipment, software, apps, or services provided to End Users. Further, You shall not be liable for any act or omission of Quicktate or any other entity furnishing equipment, software, apps, or services to End Users, nor shall You be liable for any damages or losses due to the fault or negligence of Quicktate or End User due to the failure of equipment, software, apps, or services of Quicktate provided to End Users.

7.2 Survival. All provisions of this Section 7 shall survive expiration or termination of this Agreement.

8. Proprietary Information; Confidentiality

During the term of this Agreement, Quicktate or You may, but shall not be obligated to, disclose to the other party information that the disclosing party considers proprietary or confidential. Without the party's specific prior written consent, except as required by law or court order, the person to whom the information is disclosed shall not disclose to any third party, including, but not limited to, End Users, any information supplied to it by the disclosing party that is designated as confidential, and which information is not otherwise generally available to the public or is not already known to such party. In addition, both Parties shall undertake commercially reasonable measures necessary to prevent its personnel or any third party from using the other Party's confidential information.

9. Limited Warranty and Limitation of Liability


9.2 No party is liable for any act or omission not attributable to that party's personnel, equipment or services except as otherwise set forth herein.

10. Conversion Prohibited.

You acknowledge that Quicktate offers its Services to customers of other companies similar to Yours. Quicktate shall be prohibited from switching or converting any of Your customers away from Your Company.

11. Indemnification

You and Quicktate each hereby agree to defend, indemnify, and hold harmless each other, and each Party's former, current, and future officers, directors, employees, agents, successors, and assigns, from and against any claims, costs, and expenses, including punitive damages, court costs, and reasonable attorney and expert witness fees before and at trial and on appeal (collectively, "Claims"), arising from a breach of this Agreement by, or any conduct in connection with this Agreement of, the indemnifying party (including such party's officers, directors, employees, agents, and contractors). The parties further agree to defend, indemnify, and hold harmless each other, their former, current, and future officers, directors, employees, agents, successors, and assigns, from and against any Claims of End Users and for infringement of patents of or other proprietary rights arising from the combination of Your service with the Quicktate's Service. Notwithstanding the foregoing, the obligations of both You and Quicktate to defend, indemnify, and hold harmless shall not apply to the extent such Claims result from the other party's negligence or willful misconduct. The limitation-of-liability provisions of Section 10 do not limit recovery under this Indemnification provision.

12. Termination

12.1 Termination Upon Event of Default. Either party may terminate the term of this Agreement upon the occurrence of an "event of default" by the other, provided that the non-defaulting party advises the defaulting party in writing of the event of default and the defaulting party does not remedy the event of default within ten (10) business days thereafter. Except as otherwise provided in this Agreement, such termination shall be effective twelve (12) business days after the giving of notice of the event of default. An event of default includes but is not limited to the following:

12.1.1 A party's insolvency or the initiation of bankruptcy or receivership proceedings by or against a party;

12.1.2 Failure to make any undisputed payment when due, or the material breach of any of the other terms or conditions hereof;

12.1.3 The execution by either party of an assignment for the benefit of creditors or any other transfer or assignment of a similar nature or the seeking of relief under any applicable bankruptcy reorganization, moratorium or similar debtor laws (it being understood that the execution of any third party financing agreement(s) shall not constitute an event of default).

12.3 Survival of Obligations. No termination or expiration of this Agreement shall release either party from any liability that at the time of termination or expiration has already accrued to the other party or that thereafter may accrue in respect of any act or omission prior to termination or expiration or from any obligation that is expressly stated herein to survive termination or expiration of the term or this Agreement.

13. Miscellaneous

13.1 Applicable Law; Venue; Jury Waiver; Costs. The validity, construction, and performance of this Agreement shall be governed by, and interpreted in accordance with, the laws of the state of California, without reference to the conflicts of laws provisions thereof. Venue for resolution of any dispute between the parties shall be in federal and state courts located in the County of San Francisco, California. The parties hereto hereby agree that any and all disputes arising out of or related to this Agreement shall be resolved without a jury and therefore hereby waive all rights to a jury trial. In any action brought to enforce or arising under this Agreement, the prevailing party shall recover from the non-prevailing party its reasonable attorneys' fees and litigation costs, including, without limitation, reasonable trial and appellate court attorneys' fees and costs.

13.3 Effects of Headings. Headings to sections and subsection of this Agreement are to facilitate reference only, do not form a part of this Agreement, and shall not in any way affect the interpretation hereof.

13.4 Non Waiver. The waiver, express or implied, by either party hereto of any rights hereunder or of any failure to perform or breach hereof by the other party hereto shall not constitute or be deemed a waiver of any other right hereunder or any other failure to perform or breach hereof by the other party hereto, whether of a similar or dissimilar nature.

13.5 Force Majeure. Except as otherwise provided by this Agreement, the Parties' performance under this Agreement shall be excused by labor difficulties, governmental orders, civil commotion, acts of God, weather disturbances or conditions, and other circumstances beyond the parties' reasonable control and by all occurrences otherwise ordinarily considered force majeure.

13.6 Notices. Except as otherwise provided in this Agreement, all notices required or permitted to be given hereunder shall be in writing and shall be valid and sufficient if dispatched by email addressed as follows:

If to Quicktate:

If to You:
At the email address you provided when you created your Partner account.

Either party hereto may change its address by a notice given to the other party hereto in the manner set forth above. Notices given as herein provided shall be considered to have been received five (5) days after the mailing thereof or on the date of receipt thereof, which occurs first.

13.7 Severability. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which shall remain in force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties hereto that they would have executed the remaining portion of this Agreement without including therein any such part or portion that may, for any reason, be hereafter declared invalid.


13.9 The Quicktate and iDictate Partner Programs are intended to reward you for business that your refer to Quicktate and iDictate and are not intented to be a vehicle to secure discounted transcription service for yourself. Accordingly, commissions will not be paid to you for your own transcription account(s), and if paid in error, Partner will be responsible for returning said amounts within 10 days of being notified of such overpayment.