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1. Term

Your ability to participate in this Referral Program ends on 31 December 2023.

2. Eligibility

This Referral Program is open to all �����Ƶapp Customers and/or Partners who do not have an existing Partner Referral Program Agreement or Reseller Partner Agreement with �����Ƶapp.

3. By Participating in the Referral Program:

3.1 You agree to introduce �����Ƶapp and its subsidiaries to referrals or prospects in accordance with the terms and conditions of this Referral Program (the “Agreement”), with a goal of �����Ƶapp entering into a �����Ƶapp Services Agreement to provide �����Ƶapp Services to new customers. If your introduction to the referral or prospect results in �����Ƶapp executing a �����Ƶapp Services Agreement with the referral or prospect, �����Ƶapp agrees to pay you the fee detailed in Section 7 below.

3.2 You agree that the referral or prospect shall have (or will have) a contractual relationship with �����Ƶapp and not you in relation to the �����Ƶapp Services provided through the �����Ƶapp Services Agreement.

3.3 You agree that the fee as detailed in Section 7 below is inclusive of all costs incurred by you.

3.4 You agree to advise the referral or prospect that you will be compensated by �����Ƶapp for your efforts to refer �����Ƶapp Services to a new customer.

Referrals

4. In referring a referral/prospect to �����Ƶapp, you agree to:

4.1 Provide the referral/prospect with any and all support materials that �����Ƶapp supplies to you for the purposes of this Agreement:

4.2 Not make any representations to the referral/prospect about the price or capabilities of the �����Ƶapp Services without �����Ƶapp’s prior written consent; and

4.3 Act in accordance with all applicable laws and regulations, as well as in a professional and business-like manner. You agree not to do anything which is likely to cause harm to �����Ƶapp and/or to �����Ƶapp’ reputation.

5. In referring a referral/prospect to �����Ƶapp, you act as an independent contractor, and not as �����Ƶapp’ agent or employee.

Intellectual Property and Confidential Information

6. �����Ƶapp owns all Intellectual Property Rights in the �����Ƶapp Services, including any documents relating to the �����Ƶapp Services. You may not use �����Ƶapp’ logo or other intellectual property without �����Ƶapp’ prior written consent. You agree to keep confidential all of �����Ƶapp’s Confidential Information. This obligation survives termination of this Agreement.

Referral Fee

7. Subject to Section 8 below, if a referral from you results in an executed �����Ƶapp Services Agreement for the provision of �����Ƶapp Services to a new customer within a 12-month period from the day the referral was officially accepted by �����Ƶapp and provided that the deal terms set forth in the �����Ƶapp Services Agreement are satisfactory to �����Ƶapp, �����Ƶapp agrees to pay you the amount set forth in this Section 7.1 (the “Referral Fee”):

7.1 The Referral Fee for each new customer you refer is based on:

7.1.1 Two months of your monthly recurring service fees (excluding transaction related fees and/or software licence fees), as per the fees outlined in your monthly invoice from �����Ƶapp, up to a total of USD $20,000 (or the local currency equivalent at the time this clause is triggered) per successful referral. The Referral Fee will be paid by way of a Credit Note for �����Ƶapp Services or as a charitable contribution which will be payable to you at the time the applicable customer receives an invoice from �����Ƶapp upon which the Referral fee is calculated; or

7.1.2 A 20% discount on any non-recurring fees (I.e. equipment purchase) of your next order, up to a total of USD $20,000 (or the local currency equivalent at the time this clause is triggered) per successful referral. You understand and agree that an order must be placed within a 12-month period after the new customer executes the �����Ƶapp Services Agreement in order to be eligible for the 20% discount, if any.

7.2 The Referral Fee excludes any taxes, charges, fees or other amounts �����Ƶapp may charge the customer.

7.3 If you breach your obligations set forth in this Agreement, all Referral Fee payments pursuant to this Agreement will cease from the date �����Ƶapp becomes aware of the breach.

7.4 You agree that you shall be liable for the payment of any and all Taxes, as required by any applicable law.

8. If a �����Ƶapp Services Agreement is terminated, �����Ƶapp will cease paying you any further amount beyond any Referral Fee outstanding in relation to that �����Ƶapp Services Agreement prior to the termination of such agreement.

Definitions

9. In this Agreement:

9.1 �����Ƶapp Customer or Partner means a business entity that has an active commercial agreement with �����Ƶapp.

9.2 Referral or Prospect means the new customer entity referred by you under this Referral Program.

9.3 New Customer means a new business entity that that does not have an existing open opportunity or commercial agreement with �����Ƶapp or any of its affiliated business or subsidiaries.

9.4 Confidential Information means information relating to �����Ƶapp or the �����Ƶapp Services which is disclosed to you under this Agreement, including financial information, the method and manufacture of the �����Ƶapp Services, prices, profits and sales, new business ideas, business strategies, marketing plans and studies, forecasts, computer programs, databases, computer codes, software ideas, know-how, technologies, concepts and designs, all information connected with research and development, customer or prospective customer lists (including lists of prospective or current customers), customer requirements, customer financial information, engineering specifications, or any documents marked as “confidential”. To avoid doubt, information is, or becomes, not Confidential Information if:

9.4.1 It is in the public domain; or

9.4.2 It enters the public domain after the commencement of this Agreement, otherwise than as a result of any unauthorized act or omission of the person to whom that information is disclosed:

9.4.3 It is already in the possession of the person to whom the information was disclosed at the time of disclosure and is not subject to obligations of confidentiality; or

9.4.4 Is required to be disclosed by law:

9.5 Intellectual Property Rights means any and all of �����Ƶapp’ rights relating to the �����Ƶapp Services, whether protected by statute or common law, and including without limitation trade secrets, copyright, trademarks, patents, registered designs and rights in circuit layouts.

9.6 Services Agreement means an executed agreement between �����Ƶapp and a new customer for the provision of �����Ƶapp Services to the customer:

9.7 Taxes means any and all applicable foreign, federal, state and local taxes, including without limitation all use, sales, value-added, surcharges, excise, franchise, property, commercial, gross receipts, license privilege or other similar taxes, levies, surcharges, duties, fees, or other tax-related charges by a government or quasi-governmental body, whether charged against you, customer or �����Ƶapp, with respect to the �����Ƶapp Services or the services you provide under this agreement, but excluding taxes imposed on �����Ƶapp’ revenues or net income.

9.8 �����Ƶapp Services means any services �����Ƶapp supplies to the new customer, as further outlined in the executed �����Ƶapp Services Agreement between both parties.

9.9 You means the referring organization.

10. Choice of Law. This agreement shall be governed by the laws of the of the place the Referral is made.

11. Entire Agreement. This Agreement, along with the schedules attached hereto, constitutes the complete and exclusive statement of the understanding between the parties and supersedes all proposals and prior agreements (oral or written) between the parties relating to the subject matter hereof. Any addition, deletion or modification to this Agreement shall not be binding on either party except by written amendment executed by authorized representatives of both parties.