Sideqik Referral Agreement

This Referral Agreement (“Agreement”) sets forth the terms and conditions pursuant to which an entity may refer to Sideqik (as defined below) qualifying leads for the sale by Sideqik of Sideqik’s influencer marketing automation software as a service (“Sideqik Services”) subscriptions. The individual who clicks the “I Accept” button below represents and warrants that he or she has the requisite authority to bind his or her company (“Referral Partner”) to this legally binding Referral Agreement, which is effective between the Referral Partner and Sideqik as of the date of such acceptance (“Effective Date”). In the event Referral Partner and Sideqik have executed or will execute a separate referral contract for the sale of Sideqik Services subscriptions, such executed contract shall supersede this Referral Agreement.

1. General Description. Sideqik agrees to pay Referral Partner a referral fee for submitting qualifying leads which result in the sale of Sideqik Services subscriptions to new customers in accordance with the terms set forth in this Agreement.

2. Lead Registration and Acceptance.

2.1 Lead Registration. To create a qualifying lead eligible for a referral fee, Referral Partner must register leads with Sideqik in conjunction with the current lead process in place. At Sideqik’s request, Referral Partner shall supply any additional information reasonably requested by Sideqik and/or assist Sideqik in making contact with the proposed lead by arranging an introduction, meeting, conference call or other means of communication with the proposed lead. Following receipt of approval by Sideqik, Referral Partner will be introduced to a Sideqik account manager to engage with the prospect. Prospect must purchase and pay for an annual (or longer) Sideqik Services subscription within 90 days of the lead registration and approval or such longer period that may be authorized by Sideqik at its sole discretion and on a case-by-case basis.

2.2 Lead Acceptance. Within a reasonable period of time following Referral Partner’s submission of a proposed lead, Sideqik shall review the proposed lead and provide Referral Partner with a notification of its acceptance of the proposed lead as commissionable, or its rejection of the proposed lead. Sideqik will be under no obligation to accept any proposed lead submitted by Referral Partner and may reject or decline to accept proposed leads for any commercially reasonable reason as determined by Sideqik, including that:

(i) the proposed lead was an existing customer of Sideqik or of any of its affiliates (as defined below) at the time of submission of the proposed lead;

(ii) Sideqik or any of its affiliates was already involved in discussions relating to the sale of Sideqik Services to the proposed lead at the time of submission of the proposed lead;

(iii) the proposed lead has previously been submitted to Sideqik or any of its affiliates by Referral Partner or by any other third party;

(iv) the proposed lead (a) does not meet Sideqik’s credit requirements, (b) is on a list of restricted or prohibited parties issued by the government of the United States or any other jurisdiction, or (c) is located in a country that is subject to a United States trade embargo or that is deemed a terrorist supporting country by the United States Government; or

(v) the proposed lead is located in an area in which Sideqik or any of its affiliates has an exclusive arrangement for the sale of Sideqik Services subscriptions or which Sideqik is otherwise prohibited by agreement or law from accepting.

3 Referral Fee.

3.1 Fee. Sideqik will pay Referral Partner a referral fee equal to 10% of the first year subscription fees collected by Sideqik from leads registered by Referral Partner which are approved in writing by Sideqik and closed by Sideqik within 90 days of date of approval (or for such longer period as may be authorized by Sideqik pursuant to Section 2.1 above).

3.2 Eligibility. Sideqik Services subscription renewals, support, implementation, training or other professional services are not eligible for referral fees. Sideqik will remit referral fees within 60 days after the qualifying lead’s subscription payment is received. Referral Partner will be solely responsible for payment of all taxes and other costs levied against the referral fee or its operations. Sideqik will manage Sideqik Services sales, provision, billing and collection activities with end-user Customers.

4 Term and Termination; Post-termination Fees.

This Agreement shall expire in the event Referral Partner has not registered a lead for six consecutive months. Either party may terminate this Referral Agreement with written notice to the other at any time. Unless the termination is for breach, it will not affect Sideqik’s obligation to pay referral fees for qualifying leads approved and current prior to the termination date.

5 General.

5.1 Restrictions; Disclaimer. Sideqik will handle all Sideqik Services sales, provision, billing and collection activities. Referral Partner may not use Sideqik’s marketing materials or trademarks without prior written authorization in each case. The Sideqik Services will be provided to customers solely pursuant to a services agreement between Sideqik and its customers. Sideqik MAKES NO REPRESENTATIONS OR WARRANTIES TO REFERRAL PARTNER OR ITS LEADS, INCLUDING ANY EXPRESS OR IMPLED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Sideqik WILL NOT BE LIABILE FOR ANY SPECIAL OR INCIDENTIAL DAMAGES THAT MAY ARISE UNDER THIS AGREEMENT AND IN NO EVENT WILL SIDEQIK’’S LIABILITY EXCEED THE AMOUNT OF THE REFERRAL FEE FOR THE QUALIFYING TRANSACTION.

5.2 Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties, notwithstanding its use of the term “partner.” There are no third-party beneficiaries to this Agreement. Referral Partner may not assign any rights or obligations under this Agreement without Sideqik’s prior written consent.

5.3 Contracting Parties; Governing Law. Which entity is defined as “Sideqik” under this Agreement, to whom the Referral Partner should direct all legal or dispute-related notices under this Agreement and what law will apply if there is a dispute between Referral Partner and Sideqik, depend on the domicile of the Referral Partner according to the following table: