Technology & Referral Agreement

Updated as of 5/2/25

This Technology & Referral Agreement (the "Agreement"), is effective as of the subscription approval and payment date (the "Effective Date"), and is entered into by and among Network In Action, LLC, a Texas limited liability company with offices located at 6011 Rose St, Houston, TX 77007 ("Provider"), and the Customer whose signature is affixed electronically below (the "Customer") and each Authorized User¹ (as defined below) that executes an Acknowledgment. Provider and the Customer are sometimes referred to herein collectively as the "Parties", and individually as a "Party".

CUSTOMER ACCEPTS THIS AGREEMENT AND ITS TERMS AND CONDITIONS, EITHER BY (1) CHECKING A BOX DURING SIGNUP PROCESS INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) BEGINS USING OUR SERVICES, ("ACCEPTANCE"). UPON ACCEPTANCE CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF AN INDIVIDUAL ACCEPTS THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT AND ITS TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

WHEREAS, Provider is a Referral and Partnership Service Platform, which provides an on-demand networking and referral management software-as-a-service to its Customers and Authorized Users, allowing Customers and Authorized Users to manage their own proprietary data, communicate with the Customer's and Authorized User's client's and prospects, and to track Referral Relationships and track and remit Referral Payments between Providers, Customers and Authorized Users utilizing the Software. (the "Services");

WHEREAS, subject to the terms and conditions set forth in this Agreement, Customer and its Authorized User(s) desire to access certain of the Services described herein, and Provider desires to provide Customer and its Authorized User(s) access to such Services as described below; and

WHEREAS, the Customer and/or its Authorized User(s) may have entered into a Membership Agreement with a Community (the "Community Membership Agreement") in connection with the Services to be provided hereunder. However, entry into a Community Membership Agreement is not required to be a Party to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises, terms, and conditions set forth herein, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.Definitions.

"Access Credentials" means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify Customer's and/or Authorized User's identity and authorization to access and use the Services.

"Acknowledgement" shall mean the acknowledgement of this Agreement that each Customer and Authorized User must execute agreeing to be bound to the terms and conditions of this Agreement before they can access the Services.

"Action" means any claim, action, cause of action, demand, dispute, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

"Affiliate" means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with a Customer or an Authorized User. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise/ownership of more than 51% of the voting securities of a Person.

"Agreement" refers to this Technology and Referral Agreement.

"Authorized Representatives" has the meaning set forth in Section 2.5.

"Authorized Users" means Customer's designated persons and entities (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; (b) for whom access to the Services has been purchased hereunder; and (c) who have executed an Acknowledgement.

"Available" has the meaning set forth in Section 5.1.

"Community" means a Customer's group of Authorized Users. A Community may choose to have groups within its Community that are private or public to other Community Members.

"Community Agreement" means any agreement each Authorized User must sign and acknowledge at the request of the Customer. Regardless of the terms of the Community Agreement, nothing contained in the Community Agreement shall supersede or control the terms of this Agreement. For avoidance of doubt, this Agreement is the operative and controlling document over all Referral Relationships including all Communities.

"Community Membership" means a Community Owner may choose to charge a fee for access into their Community per their Community Agreement. In such case, whereby the fees are charged via the Providers Services. Such fees are subject to the terms of this Agreement and Provider's Referral Processing Fees.

"Community Membership Agreement" means any agreement a Community requests their Authorized Users to enter into.

"Community Owner" means the administrator of a given Community. A Community Owner determines, what, if any, percentage of a Referral Payment shall be allocated to the given Community.

"Confidential Information" has the meaning set forth in Section 9.1.

"Customer" has the meaning set forth in the preamble.

"Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services (or that incorporates or is derived from the Processing of such information, data, or content by or through the Services). For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

"Customer Failure" has the meaning set forth in Section 4.2.

"Customer Systems" means the Customer's and Authorized Users information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer/Authorized User or through the use of third-party services.

"Disclosing Party" has the meaning set forth in Section 9.1.

"Documentation" means any manuals, instructions, or other documents or materials that the Provider may provide or makes available to Customer and Authorized Users in any form or medium, including in electronic form and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

"Due Date" means the date the Customer and/or any Authorized User is required to pay their fees.

"Effective Date" has the meaning set forth in the preamble.

"Fees" has the meaning set forth in Section 8.

"Force Majeure Event" has the meaning set forth in Section 15.9.

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device.

"Indemnitee" has the meaning set forth in Section 12.2.

"Indemnitor" has the meaning set forth in Section 12.2.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"Order Form" means any ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer, Authorized User and Provider.

"Performing Party" means a party to a Referral Relationship that performs the services on behalf of the Referred Customer.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Process" means to take any action or perform any operation or set of operations that the SaaS Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

"Prospect Fee" means a payment sent by Provider and/or a Community to the Referring Party for suggesting a new Customer that utilizes the Services. Provider and Community can change or remove these fees as they deem fit and are not obligated to offer such fee.

"Provider" has the meaning set forth in the preamble and refers to Network In Action, LLC.

"Provider Disabling Device" means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Provider or its designee to disable Customer's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.

"Provider Materials" means the Services, Specifications, Documentation, and Provider Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include Resultant Data and any information, data, or other content derived from Provider's monitoring of Customer and Authorized User's access to or use of the Services, but do not include Customer Data.

"Provider Personnel" means all individuals involved in the performance of Services as employees, agents, or independent contractors of Provider or any Provider Subcontractor.

"Provider Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third-party services.

"Receiving Party" has the meaning set forth in Section 9.1.

"Referral" means the introduction of a Referred Customer to a Performing Party by the Referring Party therefore creating a Referral Relationship. The term "Referral" shall also include any Customer, Authorized User, a third-party or the Referring Customer themselves, of a Performing Party that is introduced to the Performing Party by a Referral Customer.

"Referral Acceptance" means the act of accepting the Referral sent by the Referring Party to the Performing Party, either by accepting the notification within the Services, or by direct outreach to the Referred Customer, whereby the Performing Party intends on performing services on behalf of the Referred Customer.

"Referral Payment" means the predetermined payment due from the Performing Party to the Referring Party, which is processed through the Services, and which is subject to deduction for among other things, the Referral Processing Fee of Provider, which is based on the predetermined percentage of collected invoiced amounts (gross sales) from the Referred Customer, such payments are percentage based, which payment shall be due for the entire duration of the Referral Relationship. The Referring Party and the Performing Party shall determine what the Referral Percentage will be, which, unless otherwise modified in writing after the creation of the Referral Relationship, will be the basis for all Referral Payments, as well as all transactions between the Performing Party and the Referred Customer. In such case, that a Community Owner changes the payment percentage formula, the formula shall be based on the date the Referral is closed.

The benchmark referral fee is 10% of the gross sales amount as invoiced and for any new business from that customer for the first two years. However, Provider will never require a set amount. Authorized Users publish a benchmark referral fee based on an ideal customer on their profile. Ultimately, the Referring Party and the Performing Party shall determine what the Referral Percentage shall be. All Referral Relationships shall be documented, updated and maintained in the Network In Action Software and governed by the terms of this Agreement. See Section 8.10 regarding Referral Payments and how such payments are treated for Customers and Authorized Users who are not legally allowed to make any referral payments.

For avoidance of doubt, the Referral Payment shall be based off the published rate by the Performing Party and any changes shall be communicated through the Software, and mutually agreed upon by the Parties. Such rate creates a contractual obligation and shall not be changed under any circumstances after the Performing Party wins the business unless mutually accepted in writing by all Parties.

In the case of a Referral for the purposes of employment, whereby a Referring Party enables, introduces, or refers a Performing Party for a new job, a Referral Payment of two percent (2%) of the first year's salary, at a minimum and subject to an agreement between the Parties, shall be due from the Performing Party. If the Referral Payment is not paid by the hiring company, then it is due to be paid by the Performing Party who received the new job.

In the case of a Referral for the purposes of selling your business, whereby a Referring Party enables, introduces, or refers a Performing Party to a buyer, a Referral Payment of five percent (5%) of the total purchase price, at a minimum and subject to an agreement between the Parties, shall be due from the Performing Party to the Referring Party less any of Provider's fees. In the case where the business organization of the Performing Party is unable or unwilling to pay Referral Fees, the Performing Party individual sales and/or business development representative may at their own discretion, signup and utilize the Services as their own entity, and choose to pay such fees to reward business introductions. In such case, and only when approved by both Parties of the Referral Relationship, the compensation may be invoiced based on a percentage of net income earned by the Performing Party. As such, the total referring dollar amount should be comparable to that of what the Referral Fee would have been from the gross sales amount.

In such case where there is a "Secondary Referral" in which the receiving party is a distributor or middleperson and thus forwards the Referral to the secondary party who ultimately becomes the Performing Party, and such Performing Party is not on the Network In Action Software, the initial referral recipient shall base the Referral Fees on a percentage of net income earned from the Performing Party. Such cases must be prior approved by both Parties of the Referral Relationship.

In the case where the Referring Party is sending a Referral where they are also the Referred Customer, the entity that will utilize the product/service provided by the Performing Party, the Performing Party shall still be required and responsible to make the Referral Payment and shall not discount such services to avoid the Referral Payment.

"Referral Processing Fee" means the percentage set forth and agreed to when the Customer and Authorized User select the Services Package, which shall be in addition to other specified fees, charges and expenses as set forth in Section 8 and elsewhere in this Agreement. The Referral Processing Fee is not to be confused with the percentage a Community Owner may choose to take of a given transaction.

"Referral Relationship" means a relationship between a Referring Party and the Performing Party, where the Referring Party refers a Referred Customer to the Performing Party, and Referring Party is accepted by such Performing Party, and for which a predetermined Referral Payment will be made from the Performing Party to the Referring Party, which Referral Payment shall be facilitated and made through the Services to be provided by Provider.

Under this Agreement, the term "Referral Relationship" shall also include any relationship between Referred Customer and the Performing Party prior to the execution of this Agreement, to the extent that not until after joining or utilizing Provider's Services does the relationship close its first piece of business between the Parties, or Interacting with Provider's Users, can be traced back in any way, directly or indirectly, to business between Customers or Authorized Users, that would qualify as a Referral Relationship under this Agreement, regardless of a previous knowledge, interaction or providing of services by a Performing Party with a Referral Customer.

For avoidance of doubt, the Referral Relationship may originate from, but shall not be limited to: receiving the Referral from a Customer or Authorized User, receiving the Referral from a message, email, conversation, attending an event or otherwise and confirmed in writing and recorded on the Providers System, a Secondary Referral to a person or business stemming from the initial Referral to an Authorized User; a Referral that becomes a strategic partnership between two Authorized Users; hiring an employee or subcontractor who is made aware of a business opportunity from an Authorized User; through winning new business as a result of competitive information learned through an Authorized User; from additional business that stems from the initial Referred business; or through a Referral from an Authorized User when the Referral Customer subsequently refers other clients to the Performing Party; or from a Referral received at one company and the Authorized User switches to another company and subsequently closes the business.

"Referral Term" shall mean that three (3) year period of time, unless otherwise mutually approved by both the Referring Party and the Performing Party, which commences from the time that the Referral is accepted by the Performing Party, regardless of whether this Agreement is terminated earlier, and regardless of when work is actually started or completed prior to the expiration of the Referral Term. Example: should an Authorized User receive a Referral and then quit the community and ultimately close the business 1 year later. That Referral is still considered an active referral for a period of three (3) years and the Authorized User is obligated to abide by the terms of this Agreement and to make Referral Payments.

"Referred Customer" means the Person being referred by the Referring Party to the Performing Party under the Referral Relationship.

"Referring Party" means a party to a Referral Relationship that is referring the Referred Customer to the Performing Party.

"Representatives" means, with respect to any Party, that Party's employees, officers, directors, consultants, agents, and legal advisors with authority to bind the respective Party.

"Resultant Data" means data and information related to Customer or Authorized User's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

"Scheduled Downtime" has the meaning set forth in Section 5.3.

"Service Credit" has the meaning set forth in Section 5.2.

"Service Failure Period" has the meaning set forth in Section 5.2

"Services" has the meaning set forth in the first Recital paragraph.

"Software" has the meaning as the Provider's proprietary networking software governing Referral Relationships.

"Subcontractor" has the meaning set forth in Section 2.7.

"Term" has the meaning set forth in Section 14.1.

"Third-Party Materials" means materials and information, in any form or medium, including any [open-source or other] software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider.

"Software Subscription Fees" means a monthly fee to be paid by each Customer and Authorized User to access the Provider's system.

2.Services.

Provider is a cloud-based community software platform built to facilitate and monetize business Referral Relationships. Every user (Customers or Authorized Users) has the ability to both give and receive referrals within their network or Community. All users of the Services have full control over the structure and terms of a Referral Relationship, including Referral Payment terms. Provider has no control and will not directly participate in the negotiation or performance under a Referral Relationship, no matter to whom referrals are made, or the amount, timing or if Referral Payments are made, provided however, Provider will take the Referral Processing Fee as described herein, below.

2.1 Access and Use.

Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement, Provider hereby grants Customer and each Authorized User a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 15.8) license to access and use the Services during the Term, solely for use by Customer and its Authorized Users in accordance with the terms and conditions set forth herein. Provider shall allow Customer and Authorized Users to create the Access Credentials as of the Effective Date. The Customer shall be responsible for verifying the status of its Authorized Users and updating such lists on a regular basis. The Customer and each of its Authorized Users shall be responsible for maintaining the confidentiality of their respective usernames and passwords. Each Customer and each of its Authorized Users agree to immediately notify Provider of any unauthorized use of the Services of which they become aware.

2.2 Documentation License.

Provider hereby grants to Customer and any Authorized Users a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 15.8) license to use the Documentation, i.e. user manuals, video resources, etc. during the Term solely for the purposes and to use the Services set forth in Section 2.1.

2.3 Service and System Control.

Except as otherwise expressly provided in this Agreement, as between the Parties:

a. Provider has and will retain sole ownership of and control over the operation, provision, maintenance, and management of the Provider Materials; and

b. Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of the Customer Systems, and sole responsibility for all access to and use of the Provider Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Provider Materials; (ii) results obtained from any use of the Services or Provider Materials; and (iii) conclusions, decisions, or actions based on such use.

c. Customer is responsible for providing Provider with the information necessary for Provider to provide the Services. Customer is solely responsible for the accuracy, quality and legality of such information. If Provider's Services must integrate with third-party systems or applications used by Customer or its Affiliates (e.g., a customer relationship management system ("CRM"), or a learning management system ("LMS"), financial payment and banking systems ("Fintech"), e-commerce ("ECOM")), Customer and its Authorized Users are solely responsible for the integration and related activities of the third-party systems with Provider's Services. Provider disclaims any and all liability for the use of third-party systems or applications residing outside Provider's systems by Customers, their Affiliates, and their Authorized Users, including but not limited any integration of the third-party systems with Provider's Services.

d. Provider Support - Provider agrees to provide reasonable support to Customer and its Authorized Users to allow for efficient use of the Services. This support shall be provided during normal business hours and shall be reasonable in time and scope. If Customer and/or its Authorized Users need additional support, over and above a reasonable time, they shall contract with Provider and Customer and/its Authorized Users agree to pay a reasonable hourly fee to be agreed upon by the Parties for such additional support from Provider.

2.4 Reservation of Rights.

Nothing in this Agreement grants any right, title, or interest in or to (including any license hereunder) any Intellectual Property Rights in or relating to, the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise to Customer, its Authorized Users or any third party. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are solely owned and will remain owned by Provider and the respective rights holders in the Third-Party Materials.

2.5 Service Management.

Each Party shall, throughout the Term, maintain within its organization an authorized representative to serve as such Party's primary point of contact for day-to-day communications, consultation, and decision-making regarding this Agreement (the "Authorized Representative"). Each Authorized Representative shall be responsible for providing all day-to-day consents and approvals on behalf of its respective Party under this Agreement. Each Party shall ensure its Authorized Representative has the requisite organizational authority, skill, experience, and other qualifications necessary to perform in such capacity. Each Party shall use best efforts to maintain the same Authorized Representative in place throughout the Term. If either Party's Authorized Representative ceases to be employed by such Party or such Party otherwise wishes to replace its Authorized Representative, such Party shall promptly name a new Authorized Representative and promptly notify the other Party of the identity of the new Authorized Representative.

2.6 Changes, Modifications to Services.

Provider reserves the right, in its sole discretion, to make any changes, modifications, additions or deletions (including, without limitation, migration of the Services to alternate formats) to the Services and Provider Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Services to its Customers and Authorized Users; (ii) the competitive strength of or market for Services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable Law. In such an event, Provider shall give prompt written notice of any such changes to Customer and Authorized Users. Without limiting the foregoing, Provider may also expand or enhance the Services by providing additional features in the general course of Provider's standard development methods and timetable; provided, however, that if such modifications are at the written request of Customer or any Authorized User, Provider shall evaluate such requested modifications, and, if agreed, implement all such requested changes, but Customer and the Authorized User acknowledge that there may be additional costs and fees associated therewith in addition to any amounts payable hereunder. No requested changes by Customer or an Authorized User will be effective unless and until memorialized in a written change order signed by both Parties, which shall include the detail of the modifications and the increased costs and fees associated therewith. Any such suggestions, enhancement requests, recommendations or other feedback provided by Customer or an Authorized User to Provider shall be done with no such expectation of compensation, shall become the intellectual property of and all rights thereto shall be owned by the Provider and as such Provider shall be allowed a royalty-free, worldwide, irrevocable, perpetual license to Customer and Authorized User to use and incorporate these suggestions, enhancements and recommendations to be used by Provider.

2.7 Subcontractors.

Provider may from time to time in its sole discretion engage third parties to perform the Services (each, a "Subcontractor").

2.8 Suspension or Termination of Services.

Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer's, any Authorized User's, or any other Person's access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Provider to do so; (b) Provider believes, in its reasonable and sole discretion, that: (i) Customer or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) this Agreement expires or is terminated pursuant to its terms; (c) Provider believes, in its reasonable discretion, that Customer has failed to comply with any term of this Agreement; or (d) the Community Membership Agreement has been suspended or terminated, or Provider is notified by a Community that a Customer or an Authorized User has failed to comply with the terms of the Community Membership Agreement. If any of the above breaches are curable, Customer or any Authorized User has fifteen (15) calendar days to cure such breach ("Cure Period"). This Cure Period only applies to such breaches or failure to comply with the terms of this Agreement. Should it be determined that that a breach or failure to comply is incapable of being cured, as determined by the Provider, in its sole reasonable discretion, Provider may immediately suspend, terminate or otherwise deny Customer or Authorized User access to the Services or Provider Materials. This Section 2.8 does not limit any of Provider's other rights or remedies, whether at law, in equity, or under this Agreement. Provider is not required to seek a Community owner's permission before suspending, terminating, or otherwise denying a Customer or Authorized User access to the Services or Provider's Materials. Further, should a Customer's or Authorized User's access be suspended, terminated, or otherwise denied by Provider for any of the reasons set forth above, Provider shall not be required to refund any of the Fees paid by the offending Customer or Authorized User as part of this Agreement or any Community Membership Agreement.

2.9 Referrals; Referral Relationship Management.

a. A Customer or Authorized User may, from time to time, make or receive a Referral, upon which a Referral Relationship is created. As part of the Referral Relationship, the Referring Party and the Performing Party shall determine what the Referral Payment will be. All Referral Relationships shall be documented, updated and maintained in the Software and governed by the terms of this Agreement. The Performing Party is prohibited from and shall not contact a Referred Customer prior to the Referral being made and confirmed by the Referring Party and without the prior written authorization of the Referring Party. The decision to accept a Referred Customer shall at all times be in the Performing Party's sole and exclusive discretion. The Provider shall not be responsible to the Customer or Authorized User, for any amounts due from a Performing Party to the extent that the Performing Party does not remit the agreed upon Referral Payment; provided, however, if the Referral Payment is subsequently collected, the Referring Party shall receive its portion of the Referral Payment as set forth in Section 4 below, less any fees and costs associated with the collection of the Referral Payment from the Performing Party. If a Customer or Authorized User refers a Performing Party for work or services to the Customer's or Authorized User's business, thus the Referring Party is also the Referral Customer, then the Referral Customer may be entitled to a rebate for the work or services performed on their behalf due to the offset of the Referral Payment.

b. Customer and each Authorized User acknowledge, understand and agree that the Services are designed to, among other things, manage, engage and facilitate Referral Relationships and Referral Payments between Authorized Users (and from time to time between Customer and one or more Authorized Users), and that all Referral Relationships shall be input into the Software by the Referring Party and the Performing Party. It is acknowledged and agreed, that the Software shall manage and track all facets of the Referral Relationship, including the notes, status, and payment, from the time that the Referred Customer has been introduced to the Performing Party by the Referring Party. Performing Party shall be obligated to maintain notes and status on the engagement with the Referred Customer, including any invoices that were remitted. Within five (5) days of payment having been made by the Referred Customer to the Performing Party, the Performing Party shall remit the Referral Payment to the Provider, from which the Provider will deduct the Referral Processing Fees and remit the balance as directed by the Customer or Authorized User and the Referring Party. Payments to the Referring Party shall be made within five (5) days of Provider's receipt and thus triggers other payments related to the Referral Relationship. By executing this Agreement, Customer and all Authorized Users are agreeing to manage their Referral Relationships through Provider's Services and utilizing the Software. Provider shall not be responsible or liable for any payments, including Referral Payments or any mismanagement of any Referral Relationship by any Customer or any Authorized User.

c. In such cases that the Referring Party creates multiple Referral Relationships with Customers or Authorized Users based on the same Referral, the Referring Party may amend or recall such a Referral once the Performing Party who secures the business is determined. Ultimately the Performing Party who wins the business shall be responsible for the Referral Payment.

2.10 Use of Data.

The Customer and Authorized User each authorize the Provider to use pictures and certain other non-personally identifiable information for marketing purposes, which shall include, without limitation, the use of the Customer or Authorized User's name.

3. Use Restrictions.

3.1 Use Restrictions.

Neither Customer nor any Authorized User shall permit any other Person to access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, neither Customer nor any Authorized User shall, except as this Agreement expressly permits:

a. copy, modify, rewrite, reverse engineer or create derivative works or improvements or in any way copy or recreate the Services or Provider Materials;

b. rent, lease, lend, sell, sublicense, assign, disclose, distribute, publish, transfer, or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

c. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;

d. bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;

e. input, upload, transmit, or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

f. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Provider Systems, or Provider's provision of services to any third-party, in whole or in part;

g. remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;

h. access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Provider customer), or that violates any applicable law;

i. access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Provider's detriment or commercial disadvantage;

j. use the Services to take contact information from or solicit any Person for any uses not expressly authorized by this Agreement. For avoidance of doubt, no User may collect or otherwise use, distribute, or sell, the email addresses and other personal information of Users for any form of solicitation without their express permission;

k. request or use the Services for any form of misconduct or harassment of any kind or nature; or

l. use the Services for any illegal or questionable acts of any kind; or

m. otherwise access or use the Services or Provider Materials beyond the scope of the authorization granted under this Section 3.1.

4. Customer and Authorized User Obligations.

4.1 Customer Systems and Cooperation.

Customer and each Authorized User shall at all times during the Term: (a) set up, maintain, and operate in good repair, all Customer Systems or Authorized User Systems on or through which the Services are accessed or used; (b) provide Provider Personnel with such access to any Customer Systems or Authorized Systems as is necessary for Provider to perform the Services; and (c) provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations under and in connection with this Agreement.

4.2 Effect of Customer Failure or Delay.

Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's Systems and/or any delay in performing, or failure to perform, any obligations of Customer or an Authorized User under this Agreement (each, a "Customer Failure").

4.3 Corrective Action and Notice.

If Customer and/or Authorized User becomes aware of any actual or threatened activity prohibited by Section 3.1, Customer shall cause its Authorized Users to immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Provider Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) shall immediately notify Provider of any such actual or threatened activity.

5. Service Levels and Credits.

5.1 Service Levels.

Subject to the terms and conditions of this Agreement, Provider will use commercially reasonable efforts to make the Services Available to Customer and any Authorized User. As used herein, "Available" means the Services are available for access and use by Customer and its Authorized Users over the Internet at any time and operating with most features functioning properly.

5.2 Service Availability Failures and Remedies.

In the event the Services are not Available for a continuous period of fifteen (15) days or more (the "Service Failure Period"), Provider shall issue a credit for future Services to Customer and/or Authorized User affected by the unavailability of the Services in an amount equal to the monthly Fees for the Services due for the Service Failure Period (each a "Service Credit"), subject to the following:

a. Provider has no obligation to issue any Service Credit unless: (i) Customer or Authorized User reports the Services unavailability to Provider immediately on becoming aware of it and Provider cannot remedy the issue within fifteen (15) days of such notice; (ii) Customer or Authorized User can demonstrate that the unavailability of the Services is not caused in whole or in part by the Customer's or Authorized User's Systems; and (iii) Customer or Authorized User requests such Service Credit in writing within five (5) days after notification from Provider that the Availability issues have been resolved; and

b. in no event will a Service Credit for any Service Failure Period (i) be in the form of a refund or cash reimbursement, and (ii) it shall not exceed the total Fees that would be payable for that Service Failure Period.

Any Service Credit payable to Customer or Authorized User under this Agreement will be issued to Customer or Authorized User in the calendar month(s) following the date when the Service Failure Period ends, prorated for the number of days of the Service Failure Period. This Section 5.2 sets forth Provider's sole obligation and liability and Customer's or Authorized User's sole remedy for any Service Failure Period. For avoidance of doubt, Provider shall have no liability or obligation to any Customer or Authorized User, of any kind or nature, for any failure of the Services to be Available to such Customer or Authorized User.

5.3 Scheduled Downtime.

Provider will use commercially reasonable efforts to schedule downtime for routine maintenance of the Services during non-business hours, but such timing cannot be guaranteed ("Scheduled Downtime"). Provider shall provide Customers and Authorized Users adequate notice of any Scheduled Downtime whenever feasible.

6. Data Backup.

The Services do not replace the need for Customer or Authorized User to maintain regular data backups or redundant data archives. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER OR AUTHORIZED USER DATA.

7. Security.

7.1 Data Privacy.

Refer to the Privacy Policy to identify what data the Provider collects and how said Provider shall use, disclose, transfer and store Customer and Authorized User information. The Provider's Privacy Policy is fully incorporated herein by reference.

7.2 Data Breach.

Provider maintains a data breach plan and shall implement the procedures required under such data breach plan on the occurrence of a data breach (as defined in such plan).

7.3 Customer Control and Responsibility.

Customer and each Authorized User has the sole responsibility for: (a) all Customer and Authorized User Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer, Authorized User or through the use of third-party services; (d) the security and use of Customer's and or Authorized Users' Access Credentials; and (e) all access to and use of the Services and Provider Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users' Access Credentials, with or without Customer's or Authorized User's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

7.4 Access and Security.

Customer and each Authorized User shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer or Authorized User Data, including the uploading or other provision of Customer or Authorized User Data for Processing by the Services.

8. Fees and Payment.

Please note that the fees and payments and other charges set forth in this Section 8 and elsewhere in this Agreement are specific to those Parties identified in such Section and may not be applicable to you. In such case that a Customer or Authorized user creates a charge back or payment penalty (including but not limited to failed attempts, disputed charges, insufficient funds, overdraft charges, and international charges), the foregoing amount will be charged to the payment initiator.

8.1 Usage Fees.

Customer and Authorized User shall pay Provider the fees per their package selection (hereinafter, the "Fees") in accordance with this Section 8. The Fees shall be a set, fixed fee. The Fees shall be in addition to any other payments hereunder including the Referral Processing Fee. All Fees payable hereunder are non-refundable and subject to the Provider's 90-day cancellation policy as set forth below.

a. A Community Owner, at its own discretion, may charge monthly fees for Community Membership to its Users through the Provider's system. These fees are set by the Community Owner and subject to the Community's cancellation policy set forth during registration.

The standard Processing Fee for membership or setup fees by Community Owners, required by the Provider is 4% of the gross value of the set charge, with a minimum Processing Fee of ten dollars ($10).

8.2 Referral Processing Fees.

By executing this Agreement, Customer and all Authorized Users acknowledge and agree to the Services, and to the processing of Referral Payments through the Services, as well as Provider's extraction of the Referral Processing Fee from the Referral Payment prior to the Referral Payment being remitted as instructed by the Referring Party and the Customer or Authorized User. The Referral Processing Fees are nonrefundable in all circumstances and are due and payable in accordance with the terms of this Agreement once invoiced to and paid by the Referred Customer to the Performing Party.

The standard Referral Processing Fee on closed Referrals, required by the Provider is 10% of the gross value of the entire Referral Payment with a minimum Referral Processing Fee of ten dollars ($10).

8.3 Taxes.

All Fees and other amounts payable by Customer or Authorized User under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer and Authorized Users are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer or Authorized User hereunder, other than any taxes imposed on Provider's income, which amount shall be charged and/or received by Customer or Authorized User along with the Fees, and may include taxes on the Services. For avoidance of doubt, all such taxes shall be collected by the Provider and remitted to the proper tax collecting authority.

Customer and Authorized Users are responsible for all income received of any kind through the Provider's Services, and their Community, and are responsible for reporting such income to any federal, state, or local governmental or regulatory authority on any amounts received. For avoidance of doubt, all such taxes shall be the responsibility of the Customer or Authorized User and remitted to the proper tax collecting authority. Provider shall not be responsible for any income taxes for its Customers or Authorized Users for any income received as a result of the use of Services, Provider's Materials or the Software.

Customer and Authorized Users further agrees that they will assume any such tax obligations or consequences that may arise from this Agreement and any payments hereunder, and that Customer and Authorized Users shall not seek any indemnification from Provider in this regard. Customer and Authorized Users further agree that, in the event that any taxing entity determines that taxes are due from Customer or Authorized Users pursuant to any payments they receive under this Agreement, Customer and Authorized Users acknowledge and assume all responsibility for the payment of any such taxes and agrees to indemnify, defend, and hold Provider harmless from the payment of such taxes, and any failure to withhold such taxes. Customer and Authorized Users further agree to pay, on Provider's behalf, any interest or penalties imposed as a consequence of such tax obligations, and to pay any judgments, penalties, taxes, costs, and attorneys' fees incurred by Provider, as a consequence of Customer's or Authorized Users' failure to pay any taxes due.

8.4 Implementation Fee.

Each Community Owner is responsible for a one-time setup charge when its account and Community are onboarded by Provider. Such charges shall be disclosed to the Customer and Authorized User as part of the onboarding and signup process.

8.5 Software Subscription Fees.

The Provider shall charge every Customer or Authorized User a Software Subscription Fee to utilize the software. This Software Subscription Fee shall be in addition to all other fees and charges under this Agreement and shall be the sole responsibility of the Customer or Authorized User who is onboarding with the Provider. This Software Subscription Fee is Twenty Dollars ($20.00).

8.6 Payment.

Customer and Authorized User shall pay all Fees on or prior to the agreed upon due date. Customer and each Authorized User shall make all payments hereunder, including any Referral Processing Fees, in US dollars by credit card, ACH or other method approved by Provider in writing.

8.7 Late Payment.

If Customer or Authorized User fails to make any payment when due then, in addition to all other remedies that may be available, Provider:

a. may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;

b. may seek reimbursement for all costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and

c. if such failure to pay continues for seven (7) days following written notice thereof to Customer or Authorized User, Provider may, in its sole discretion (i) suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to the respective Customer, Authorized User or any other Person by reason of such suspension, or (ii) terminate this Agreement and discontinue any Services as of the termination

8.8 No Deductions or Setoffs.

All amounts payable to Provider under this Agreement shall be paid to Provider in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason unless set forth by the terms of this Agreement (other than any deduction or withholding of tax as may be required by applicable law).

8.9 Fee Increases.

Provider may increase Fees no more than once annually by providing written notice to Customer and Authorized User at least thirty (30) calendar days prior to the commencement of such increase in the Fees, and this Agreement will be deemed amended accordingly after the expiration of the thirty (30) calendar day notice period to account for the increased Fees. Any such increase in Fees by Provider shall be reasonable in nature. Provider is not responsible for Fee increases by a Community that do not meet or coincide with this schedule.

8.10

Notwithstanding any provision to the contrary herein or in any Community Membership Agreement, as may be dictated by regulation, law or rules of professional practice or otherwise, when a Performing Party is not permitted to make Referral Payments, in such cases, and in accordance with all regulations, laws or rules of professional practice, in lieu of a Referral Payment being due from the Performing Party a donation in the Referring Party's name will be made through the Providers system to a 501C3 entity for the same amount required less the Referral Processing Fee and other charges or fees provided for in this Agreement. The Referring Party will have the right, in its sole discretion to identify the 501C3 entity to which the Referral Payment is made under this Section 8.10. Notwithstanding the foregoing, inability to pay a Referral Payment or to donate to charity as set forth in this Section 8.10 shall not absolve a Performing Party's responsibility to pay the Referral Processing Fee (based on what the Referral Payment would have been or the donation to charity) and other amounts which may be due under this Agreement to the Provider. It is 100% the responsibility of the Performing Party to understand and follow all regulations, laws and rules of professional conduct within their particular industry or state with respect to the ability to make Referral Payments, and, under no circumstance shall the Provider be liable or responsible for processing any Referral Fee paid in violation of any regulation, law or rule of professional conduct, for which, and in addition to any other indemnification provision in this Agreement, the Performing Party shall hold the Provider harmless and provide a full indemnification against any such liability or loss. Regardless of ability to pay Referral Payments, all Referrals shall be input and managed through the Services by the Referring and Performing Parties. Provider shall have no responsibility to monitor or manage the Referrals, Referral Payments or the performance of any Customer or Authorized User in accordance with the Services provided under this Agreement.

FOR AVOIDANCE OF DOUBT, BY SIGNING AND ACCEPTING THIS AGREEMENT AND PARTICIPATING ON THE PROVIDER'S PLATFORM, CUSTOMER AND AUTHORIZED USERS ARE AGREEING TO PAY A REFERRAL FEE FOR ANY BUSINESS SENT TO CUSTOMER OR AUTHORIZED USER UNLESS CUSTOMER AND/OR AUTHORIZED USERS ARE "LEGALLY" INELIGIBLE.

9. Confidentiality.

9.1 Confidential Information.

In connection with this Agreement each Party (as the "Disclosing Party" -- party who is providing or disclosing their proprietary or Confidential information) may disclose or make available Confidential Information to the other party (as the "Receiving Party" -- party receiving the proprietary or Confidential). Subject to Section 9.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "Confidential". Without limiting the foregoing: all Provider Materials are the Confidential Information of Provider.

9.2 Exclusions.

Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or, (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.

9.3 Protection of Confidential Information.

As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall, during the Term and for five (5) years following the termination or expiration of this Agreement:

a. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement or a Community Membership Agreement;

b. except as may be permitted by and subject to its compliance with Section 9.4, below, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 9.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 9;

c. safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care;

d. promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps/use its best efforts/cooperate with Disclosing Party to prevent further unauthorized use or disclosure of such Confidential Information;

e. not sell or otherwise transfer any Confidential Information; and

f. ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 9.

g. Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this Section 9 with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

9.4 Compelled Disclosures.

If the Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy to stop or limit any disclosure of its Confidential Information or waive its rights under Section 9.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on such disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 9.4, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

10. Intellectual Property Rights.

10.1 Provider Materials.

All right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Neither Customer nor Authorized User has any right, title, license, or authorization with respect to any of the Provider Materials except as expressly set forth in this Agreement or the applicable third-party license, in each case subject to Section 3.1. All other rights in and to the Provider Materials are expressly reserved by Provider. In furtherance of the foregoing, Customer and each Authorized User hereby unconditionally and irrevocably grants to Provider an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

10.2 Customer Data.

As between Customer/Authorized User and Provider, Customer/Authorized User is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer/Authorized User Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 10.3, below. Customer/Authorized User will be given an opportunity to download its data from the Software in the event of a termination of this Agreement.

10.3 Consent to Use Customer Data.

Customer/Authorized User hereby irrevocably grants all such rights and permissions in or relating to Customer/Authorized User Data as are necessary or useful to Provider, its Subcontractors, and the Provider Personnel to enforce this Agreement and exercise Provider's, its Subcontractors', and the Provider's Personnel's rights and perform Provider's, its Subcontractors', and the Provider's Personnel's obligations hereunder.

11. Representations and Warranties.

11.1 Mutual Representations and Warranties.

Each Party represents and warrants to the other Party that:

a. if a company or partnership, it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;

b. it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;

c. the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party to enter into this Agreement on behalf of the company or legal entity and such electronic signature binds the company or legal entity;

d. when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligations of both Parties, enforceable against each Party in accordance with its terms: and

e. the execution of this Agreement and any obligations or performance pursuant to the terms of this Agreement will not breach or be in violation of any law, contract or obligation to which any Party is bound or subject to, and in no way does this Agreement violate the Intellectual Property rights of any third party.

11.2 Additional Provider Representations, Warranties, and Covenants.

Provider represents, warrants, and covenants to Customer that Provider will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.

11.3 Additional Customer Representations, Warranties, and Covenants.

Customer and each Authorized User represents, warrants, and covenants to Provider that Customer/Authorized User owns or otherwise has and will have the necessary rights and consents in and relating to the Customer/Authorized User Data so that, as received by Provider and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable law.

11.4 DISCLAIMER OF WARRANTIES.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1 AND SECTION 11.2, ABOVE, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS, WHERE IS." PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER, ANY AUTHORIZED USER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

12. Indemnification.

12.1 Mutual Indemnification.

Each Party shall indemnify, defend and hold the other Party harmless for any losses, disputes, claims, suits which arise from any alleged breach of the indemnifying Party's obligations, representations and warranties made under this Agreement. Specifically, this indemnification shall protect the Parties from and against any and all losses resulting from any action, claim, dispute, or suit by a third party that arise out of, relate to, or result from, or are alleged to arise out of:

a. Customer/Authorized User Data, including any Processing of Customer/Authorized User Data by or on behalf of Provider in accordance with this Agreement and the Services provided hereunder;

b. any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Provider's compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Provider;

c. allegation of facts that, if true, would constitute Customer's/Authorized User's breach of any of its representations, warranties, covenants, or obligations under this Agreement;

d. any circumvention of this Agreement with respect to Referral Payments or failure to pay any amounts due hereunder, which shall be vigorously prosecuted by Provider;

e. any use of the Services in violation of this Agreement, including, without limitation, Sections 3.1 (j) and (k); or

f. any negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement; or

g. any other breach of the terms of this Agreement which may lead to a third-party claim for which indemnification may be sought.

12.2 Indemnification Procedure.

Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to the definition and this Section 12.2. The Party seeking indemnification (the "Indemnitee") shall cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee, which acceptance may not be unreasonably withheld or delayed, to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. However, Indemnitee shall not have any control of any aspect of the defense. The Indemnitor shall not settle any Action without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. As part of any settlement, Indemnitor shall insure that Indemnitee be released as a condition of the settlement. Indemnitee's failure to perform any obligations under this Section 12.2 will not relieve the Indemnitor of its obligations under this Section 12, except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of such failure.

12.3 Sole Remedy.

THIS SECTION 12.3 SETS FORTH CUSTOMER'S AND AUTHORIZED USER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

12.4

The indemnifications provided for in this Section 12 shall survive the termination or expiration of this Agreement.

13. Limitations of Liability.

13.1 EXCLUSION OF DAMAGES.

EXCEPT AS OTHERWISE PROVIDED IN SECTION 13.3, BELOW, IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, BUSINESS INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE; (g) DAMAGES RELATE TO A VIOLATION OF THIS AGREEMENT BY CUSTOMER OR AN AUTHORIZED USER; OR (h) ANY DAMAGES INCURRED AS A RESULT OF A THIRD-PARTY ACTS OR OMISSION TO ACTS.

FOR AVOIDANCE OF DOUBT, PROVIDER IS NOT REPRESENTED OR ACTING THROUGH ANY THIRD-PARTY, AND THEREFORE, PROVIDER SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY SCAM OR MISLEADING INFORMATION PROVIDED OR ASSERTED BY A THIRD-PARTY FOR WHICH CUSTOMER OR AUTHORIZED USER RELY UPON, UNLESS SUCH INFORMATION, ACTIONS, OR OMISSIONS TO ACT ARE EXPRESSLY AUTHORIZED, CONFIRMED OR APPROVED BY PROVIDER IN WRITING FROM THE PROVIDER'S UPPER MANAGEMENT. ALL USER'S WHO ARE A PARTY TO THIS AGREEMENT ARE RESPONSIBLE FOR VERIFYING ALL INFORMATION, ACTS OR OMISSIONS TO ACT BY ANY THIRD PARTY.

13.2 CAP ON MONETARY LIABILITY.

EXCEPT AS OTHERWISE PROVIDED IN SECTION 13.3, BELOW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.3 Exceptions.

The exclusions and limitations in Section 13.1 and Section 13.2, above, do not apply to Provider's obligations under Section 12, above, or liability for Provider's gross negligence or willful misconduct.

13.4 Failure to Pay.

Under no circumstances shall Provider be a party to any Referral Relationship except to provide the Services, and thus, Provider shall not be liable for any payments or damages to the Referring Party in the event that the Performing Party fails to make payments as required pursuant to the Referral Relationship. If Customer or its Authorized User is a Performing Party who fails to abide by the terms of any Referral Relationship and fails to make the required payment to a Referring Party, Customer and Authorized User agree to indemnify, defend and hold Provider harmless for any action against Provider by any Referring Party for Customer or Authorized User's failure to make the required payments. This indemnification shall include all costs incurred by Provider, including reasonable attorneys' fees. In addition, Provider reserves the right, in its sole discretion, to notify any impacted party in cases where a Referral Agreement has been breached. Under no circumstance shall Provider have any liability to the impacted party for not notifying them of the Referral Agreement breach.

14. Term and Termination.

14.1 Term.

The term of this Agreement, unless otherwise terminated earlier, shall commence on the Effective Date and continue for a period of one (1) year (the "Initial Term"), and shall automatically renew for successive one (1) year terms (each, an "Extended Term"), unless otherwise terminated in accordance with the terms of this Agreement. As used herein, the Initial Term and any Extended Term(s) shall collectively be referred to as the "Term". Should a non-renewing Party give less than 90-days' notice on an annual contract (see Section 14.2 (c), below), such contract will be converted to the monthly rate for the duration after the 1-year term until the 90-days concludes and the Agreement is terminated.

14.2 Termination.

In addition to any other express termination right set forth in this Agreement:

a. Provider may terminate this Agreement, effective upon written notice to Customer or an Authorized User, if they/it: (i) fail to pay any amount when due hereunder, and such failure to pay continues more than seven (7) days after Provider's delivery of written notice thereof; or (ii) breaches any of their obligations under Section 3.1, Section 7.3, or Section 9, above;

b. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach;

c. either Party may terminate this Agreement, if such terminating Party provides the other Party with written notice of such Party's intent not to renew the Agreement, which notice shall not be less than Ninety (90) days prior to the expiration date of the then current Term; or

d. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

FOR AVOIDANCE OF DOUBT, ANY TERMINATION OF THIS AGREEMENT, REGARDLESS IF IT IS VOLUNTARY OR BY DIRECTION OF THE PROVIDER, OR AN INDIVIDUAL COMMUNTY, DOES NOT RELIEVE CUSTOMER AND/OR AUTHORIZED USER OF THEIR OBLIGATIONS OF ANY REFERRAL PAYMENTS AND ANY

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