Referral

By signing up for the Referral Partner Program, you are agreeing to be bound by the following Referral Program Agreement (the “Agreement”). The Agreement is between you, as Partner (“Partner”), and Justuno, Inc., a Delaware corporation (“Company”), with its principal place of business at Pier 26. Mailbox 5, San Francisco, CA, 94105 (“Justuno”) (together, the “Parties”, and each a “Party”). You can review the current version of the Agreement at any time at Justuno.com/referrals/terms-of-service.html. Justuno reserves the right to update and change the Agreement by posting updates and changes here: Justuno.com/referrals/terms-of-service.html. If a significant change is made, we will provide reasonable notice by email and/or posting a notice in the PartnerStack Partner Dashboard. You are advised to check the Agreement from time to time for any updates or changes that may impact you. Any reference to the Agreement includes any and all terms and documents incorporated by reference.

You must read, agree with and accept all of the terms and conditions contained in this Agreement before you may become a Partner. Some types of Justuno Referral Program activities may require that you agree to additional terms (“Additional Terms”). Such Additional Terms are incorporated into this Agreement by reference. In the event of a conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency.

By checking the “Agree to Terms of Service” checkbox and clicking on the “Get Started” button, You are confirming that You have read this Agreement and are agreeing to be bound by, and are becoming a party to, this Agreement. Selecting “Get Started” will be the legal equivalent of Your signature on a written contract, and equally binding.

WHEREAS, Company and the Partner desire to enter into a referral agreement on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Appointment

Company hereby appoints the Partner and the Partner hereby agrees to become Company’s non-exclusive representative for the marketing of Company’s software (“Company Products”), and Company grants the Partner the non-exclusive right to market the Company Products during the term of this Agreement, subject to all of the terms and conditions of this Agreement. Partner’s sole authority will be to market the Products to, and solicit orders for the Products from, potential Referred Customers in accordance with the terms of this Agreement. Partner will have no power or authority, expressed or implied, to make any commitment or incur any obligations on behalf of the Company. Partner will represent Company and the Company Products in a fair, accurate, and ethical manner.

Revenue Sharing

If Company receives initial payment from a Referred Customer within 90 days of Company’s accepted submission of Partner’s referral, Company shall pay to Partner a Referral Fee in accordance with Exhibit A (the “Referral Commissions.”) “Referral Fee” shall mean the amounts actually collected during the Payment Term by Company for Company Products, excluding amounts collected for sales of Company professional services and amounts collected directly from Partner for resold Company Products. “Referred Customer” shall refer to a customer that first signs up for the Company Service through a website provided by Company to Partner or whose information is submitted to Company and accepted by Company via a lead form provided to Partner by Company. “Payment Term” means, with respect to each Referred Customer, the period beginning on the date that Company receives initial payment and ending 12 months thereafter. Company shall make the payments of aggregate Referral Fees to Partner within 30 days after the end of the month in which the corresponding revenue was collected by Company, together with a report showing the calculation of each Referral Fee in reasonable detail.

No Agency

The Partner shall be an independent contractor of Company. The Partner’s representatives, agents and employees shall not represent themselves or act as employees of Company and shall not have the right or authority in any way to bind Company to any obligation to any third party, and they shall not assume or create in writing or otherwise evidence any obligation of any kind, express or implied, in the name of or on behalf of Company, unless specifically authorized to do so in writing by Company and in accordance with the conditions specified by Company. The Partner covenants that it shall be at all times an independent contractor, and that it shall do business at its own risk and for its own profit.

Term and Termination

The term of this Agreement begins on the date when Partner accepts the terms of the Agreement (the “Effective Date”) and continues until terminated as provided herein. Either party may terminate this Agreement for any reason at any time by written notice to the other party, including via email. Notwithstanding any termination, the obligation of Company to pay the Referral Fees shall survive the termination of this Agreement until the end of the last Payment Term unless the Agreement is terminated by Company for a material breach of this Agreement by Partner, in which case Company’s obligation to pay the Referral Fees shall end on the date of termination.

Publicity; Use of Name and Trademarks

[The Partner and Company may jointly choose to issue a joint press release disclosing the nature of the partnership between the parties, which press release shall be reviewed and approved by each of the parties prior to any such public issuance or disclosure, such approval not to be unreasonably withheld or delayed.] [Thereafter,] Neither party will issue any press releases nor make any public statements regarding this Agreement or the relationship between the parties without the prior written consent of the other party; provided, Partner shall be permitted to make statements to Qualified Prospects concerning the relationship of the parties and provide Company marketing materials to Qualified Prospects. Partner shall make no representation, guarantee or warranty concerning the Services except as expressly authorized in advance by Company in writing. Partner shall not issue any paid advertisements that utilize any trademarked phrases including “Justuno.” Subject to the terms of this Agreement, Company grants Partner the right to use and display the Company trademarks, service marks, tradenames designations of source and logos as specifically designated in a writing delivered by Company which references this Agreement and/or as used by Company in its advertising and marketing materials, on its website or otherwise as they may appear with respect to the Services (“Marks”) solely for the purposes set forth in this Agreement. All such use of the Marks shall be in accordance with Company’s trademark usage and quality control guidelines provided from time to time. Partner acknowledges that the Marks are the exclusive property of Company. Partner will not use, register or take other action with respect to any Mark anywhere in the world, except to the extent authorized in advance writing by Company. The Partner shall not (i) use Company’s name in either its own corporate name or any fictitious business name or (ii) use any trademarks, service marks, trade names or logos that are confusingly similar to Company’s trademarks, service marks, trade names or logos. Partner will cease or modify any use of the Marks upon Company’s request. All goodwill in the Marks will inure for the sole benefit of Company.

Restrictions; Compliance with laws and other matters

Partner shall not, and shall not permit any other party to, engage in, solicit, or promote any activity that is illegal, violates the rights of others, or could subject Company to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of Company or third party accounts, data, computers, systems or networks, including the introduction of viruses or similar harmful code via the Program Services; (ii) interference with others’ usage of the Program Services or any system or network, including mail bombing, flooding, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, scamming, spidering, and harvesting; (iv) use of any false, misleading or deceptive TCP-IP packet header information in an e-mail or a newsgroup posting; (v) distribution of advertisement delivery software; (vi) infringement, misappropriation or other violation of any patent, trademark, copyright or other intellectual property or proprietary right; (vii) collection, storage, publication, transmission, viewing or other use of any content that, in Company’s opinion, (1) is obscene, (2) constitutes or promotes child pornography, (3) is excessively violent, incites or threatens violence, or contains harassing content or hate speech, (4) is illegally unfair or deceptive, (5) is defamatory or violates a person’s privacy, or (6) creates a safety or health risk to an individual or the public; (viii) any other activity that places Company in the position of fostering, or having liability for, illegal activity in any jurisdiction; (ix) any activity that violates the acceptable use policy or similar set of terms of any Third Party Service Providers for Third Party Services that have been made available to Partner; or (x) attempting to probe, scan, penetrate or test the vulnerability of an Company system or network or to breach Company’s security or authentication measures, whether by passive or intrusive techniques. If any IP address corresponding to any Partner Application becomes listed on Spamhaus, Spews, NJABL or any other reputable abuse database, then Partner will be deemed to be in material breach of this Section regardless of whether or not the IP numbers were listed as a result of Partner’s actions. Company may suspend the provision of Program Services to Partner if Partner engages in any of the foregoing activities. Partner shall take all reasonable security precautions in connection with its use of the Program Services. Partner shall protect the confidentiality of all usernames, passwords, and other information it uses to access the Program Services and shall change its passwords periodically. Company may suspend the provision of Program Services to Partner or remove any data or content transmitted via the Program Services without liability (i) if Company reasonably believes that any Program Service is being used in violation of this Agreement or applicable law, (ii) if requested by a law enforcement or government agency or otherwise to comply with applicable law, provided that Company shall use commercially reasonable efforts to notify Partner prior to suspending Program Services as permitted under this Agreement, or (iii) as otherwise specified in this Agreement. Information on Company’s servers may be unavailable to Partner during a suspension of Program Services.

Partner Warranties

Partner represents and warrants to Company that (i) the information Partner has provided for the purpose of establishing an account with Company is complete and accurate, and (ii) it has the requisite power and authority to enter into this Agreement and to perform all of its obligations hereunder. Partner shall update its account information to maintain the accuracy of such information during the term of this Agreement.

Indemnification

Partner shall indemnify and hold harmless Company from and against any and all claims, demands, liabilities, losses, damages, penalties, fines and expenses (including reasonable attorneys’ fees and expenses) arising out of or related to any actual or alleged use of the Program Services in violation of this Agreement or applicable law by Partner or any violation by Partner of any terms, conditions, agreements or policies of any Third Party Service Provider. Partner shall not settle any claim under this Section without the prior written consent of Company.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY SPECIFIED IN THIS AGREEMENT, ALL PROGRAM SERVICES ARE PROVIDED “AS IS” AND COMPANY (FOR ITSELF, ITS PARENT, AND ALL OF COMPANY’S SUBSIDIARIES, PARTNERS, SUPPLIERS AND LICENSORS) DISCLAIMS ANY AND ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. NEITHER COMPANY (NOR ANY OF ITS PARENT, SUBSIDIARIES, PARTNERS, SUPPLIERS OR LICENSORS) WARRANTS OR REPRESENTS THAT THE PROGRAM SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. PARTNER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PARTNER’S PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.

Confidentiality

“Confidential Information” means any information disclosed by Company to Partner on or after the Effective Date, either directly or indirectly, in writing, electronically, orally or by inspection of tangible objects, whether or not identified or designated as “Confidential” or a similar designation. Confidential Information includes but is not limited to information regarding Company’s pricing, customers and prospective customers, vendors and vendor lists, costs, processes, know-how, designs, formulae, software, databases, methods of operation, sales techniques, marketing plans and strategies, finances, and any other business information relating to Company, whether constituting a trade secret, proprietary information or otherwise. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure through no breach of this Agreement by Partner; (iii) is already in the possession of Partner at the time of disclosure as shown by Partner’s records; (iv) is obtained by Partner from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by Partner without use of or reference to Company’s Confidential Information, as shown by competent evidence in Partner’s possession; or (vi) is required by law or requested by a governmental, regulatory or self-regulatory agency to be disclosed by Partner, provided that, if practicable and permitted by law, Partner gives Company prompt written notice of such requirement prior to such disclosure and reasonable assistance in obtaining an order protecting the information from public disclosure. Partner agrees not to use any Confidential Information for any purpose except to exercise its rights and perform its obligations under this Agreement, and not to disclose any Confidential Information to third parties. Partner shall not reverse engineer, disassemble or decompile any software or tangible objects which embody the Confidential Information. Partner shall take reasonable measures to protect the secrecy and avoid disclosure and unauthorized use of the Confidential Information. Nothing in this Agreement is intended to grant any rights to Partner under any intellectual property right of Company. Partner shall indemnify, defend and hold Company and its licensees, and each of their respective officers, directors, employees and agents (the “Indemnitees”) harmless from and against all damages or other amounts payable to a third party, as well as any reasonable attorneys’ fees and costs of litigation incurred by such Indemnitees, to the extent resulting from any claims, suits, proceedings or causes of action brought by such third party against such Indemnitee that arise from or are based on a breach of any of Partner’s obligations under this Section.

Limitation of liability

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT OR ANY TORT CLAIMS ARISING HEREUNDER, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION IS INTENDED TO OR SHALL LIMIT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF PARTNER UNDER SECTIONS 8 OR 10, OR IN THE CASE OF FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.

Miscellaneous

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement and the exhibits hereto, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, whether written or oral, and shall not be modified except by a writing signed by the parties hereto. This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event of any dispute between the parties arising under or related to this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees. The headings in this Agreement are for convenience only and shall not alter or otherwise affect the meaning hereof. No waiver of any of the provisions contained in this Agreement shall be valid unless made in writing and executed by the waiving party. If any party shall on any occasion fail to perform any term of this Agreement and the other parties shall not enforce that term, the failure to enforce on that occasion shall not prevent enforcement of that or any other term hereof on any other occasion. If any section of this Agreement is held invalid by any law, rule, order, regulation, or promulgation of any jurisdiction, such invalidity shall not affect the enforceability of any other sections not held to be invalid.

Exhibit A

COMPANY PRODUCTS & COMMISSIONS

Company Products: All software subscriptions offered by Company excluding professional services offerings.

Commission Rate: 10% Revenue Share Referral Fee on all monthly fees on Company Products for first 12 months of software subscription