Partner Program

REFERRAL FEE AGREEMENT

Company and Referral Partner are each referred to herein as a “Party” and, collectively, as the “Parties.”

1. Referral Business. This Agreement shall be determined by the Referral Partner's ability to refer customers to the Company's business related to providing software products and services (“Referral Business”).
2. Term. This Agreement shall begin on the Effective Date and, unless sooner terminated pursuant to the terms herein, shall continue in effect for five years from the Effective Date. After such initial five year term, this Agreement will automatically renew for successive one year periods unless and until (i) no less than 30 days prior to the expiration of the then-effective term, either Party provides notice to the other that it intends to terminate the Agreement at the conclusion of the then-effective term or (ii) the Agreement is otherwise terminated pursuant to the terms herein. The agreement can be terminated by either party with 30-days written notice. In the event of termination, compensation for each existing referral will continue without disruption in the quantity and for the duration described in Section IV.
3. Referrals. The Company shall pay the Referral Partner the following Referral Amount:

The Referral Partner shall be paid a percentage of the aggregate post-tax cash revenue that is received by the Company from a Referred Customer for 12 months due and payable following the initial receipt of payment from such Referred Customer (the “Referral Amount”).  There will be no further Referral Amounts earned by the Referral Partner after 12 months from the date of initial payment from a Referred Customer.

The percentage of the aggregate post-tax cash revenue received by the Company from a Referred Customer to be paid to the Referral Partner will be as set forth on Exhibit A to this Agreement

A “Referred Customer” is an individual or business entity that (i) pays for the Company’s products or services as a result of assistance (which may include introductions, referrals, or other assistance as may be agreed between the Parties) from the Referral Partner and (ii) the Referral Partner provides conclusive evidence (which may include written confirmations, web trafficking data or customer statements) reasonably satisfactory to The Company that such customer elected to use services of The Company as a direct result of the Referral Partner’s efforts. Any individual or business which has not generated revenue for the Company attributable to the Company’s products or services within 6 months of the Referral Date shall cease to be a Referred Customer unless otherwise agreed to by both parties in writing. The “Referral Date” for any Referred Customer shall be the earlier of (a) the date on which the Company and the Referral Partner explicitly agree in writing that the individual is a Referred Customer, and the (b) the date when the Referral Partner initially contacts the Referred Customer about the Company’s products or services.

1. Leads. For the avoidance of doubt, the Company shall not pay the Referral Partner for Leads and only for the Referral Amount based off of completed transactions that make it past the Pilot Program and make a yearly commitment.
2. Payment. The Referral Amount, if any, shall be paid by the Company to the Referral Partner no more than 60 days following receipt by the Company of funds triggering a Referral Amount (“Payment”). Payment shall be made in accordance with Sections VII & VIII.
3. Payment Method. Payment shall be made to the Referral Partner via Partnerstack platform.
4. Payment Conditions. The Payment shall be made by the Company to the Referral Partner after collecting full payment for the goods or services referred. If for any reason the transaction in connection with the Referral Amount(s) shall be refunded or disputed by the Referred Customer, the Company shall be owed by the Referral Partner any and all Referral Amount(s) paid to the Referral Partner attributable to such transaction. At the option of the Company, any previously paid Referral Amount(s) from a dispute or refund may be applied to offset future Referral Amount(s) to be paid to the Referral Partner.
5. Exclusivity. The Referral Partner agrees to an exclusive arrangement to provide referrals for the Referred Business and shall not, during or for a period of 12-months following the termination of this Agreement, (i) directly or indirectly engage with, control, advise, manage or work for any business that would be considered similar in nature to, or competitive with the Company, or (ii) solicit, divert or attempt to solicit or divert any person who is or was a customer of the Company (“Company Customer”) for the purpose of engaging in, offering or selling goods or services competitive with those provided by the Company, or attempt in any manner to persuade any such Company Customer to cease to do business or to reduce the amount of business such Company Customer does with the Company, or aid or encourage any other person in the foregoing. The Referral Partner acknowledges that the restrictions contained in this Section IX are reasonable and necessary to protect the legitimate interests of the Company and constitute a material inducement to the Company to enter into this Agreement.
6. Confidentiality. The Parties acknowledge that the existence and the terms of this Agreement, and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement, are regarded as confidential information. Each Party shall maintain the confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third (3rd) parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by any employee, officer, staff, referral partners, or other agents by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive this Agreement for a period of the maximum allowed under State and Federal law.
7. Non-Disparagement. Both Parties agree to not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the other Party (including, in the case of the Company, its businesses, or any of its employees, officers, or directors and its existing and prospective customers, suppliers, investors, and other associated third parties) now or in the future.
8. No Relationship. The Parties expressly understand and agree that each Party is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents, and its labor costs and expenses arising in connection therewith. Neither Party shall act on behalf of or attempt to bind or obligate the other Party hereto in any manner. Neither Party will be treated as an employee of the other Party hereto for Federal, state, or local tax purposes or otherwise, and will pay when due any taxes relating to any income derived by it. This Agreement does not create any relationship of association, partnership, agency, employment, or any other fiduciary relationship between the Parties.
9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws in the State of Delaware.
10. Severability. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, shall be considered invalid.
11. Intellectual Property. The Company is and will be, the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the all technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, edited, modified, conceived, or reduced to practice in the course of the Referral Partner’s relationship with the Company (collectively, and including the Deliverables, "Work Product") including all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively "Intellectual Property Rights") therein. The Referral Partner agrees that any Work Product is hereby deemed "work made for hire" as defined in 17 U.S.C. § 101 for the Company and all copyrights therein automatically and immediately vest in the Company. If, for any reason, any Work Product does not constitute "work made for hire," the Referral Partner hereby irrevocably assign to the Company, for no additional consideration, its entire right, title, and interest throughout the world in and to such Work Product, including all Intellectual Property Rights therein, including the right to sue for past, present, and future infringement, misappropriation, or dilution thereof.
12. Additional Terms & Conditions. The Referral Partner shall make himself available for no less than 1 hour per week to meet with The Company either in-person or virtually as may be requested by the Company. The Referral Partner shall respond to communications including emails and text messages from The Company and its representatives and employees in a timely manner.
13. Waiver. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that, or any other, provision. Any waiver by either Party of its rights under this Agreement must be in writing and signed by a duly authorized officer of the waiving Party.
14. Survival. Sections VI, VII, VIII, IX, X, XI, XII, XIII, XIV, XVII, and XIV shall survive any cancellation, completion, expiration, or termination of this Agreement.
15. Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings, and negotiations between the Parties.