Referral Services Agreement

This Referral Services Agreement (the “Agreement”) is entered into by between Owlytica LLC (“Owlytica”) and the Growth Partner, effective as of the Effective Date, to state the terms and conditions on which Growth Partner will present Owlytica SaaS Products to potential users of those services (collectively “Customers”). For purposes of this Agreement, Customers will not include: (a) any business that is a currently served by Owlytica as of the Referral Date; (b) any business to which Owlytica has sold SaaS Products in the 12-month period preceding the Referral Date; (c) any company where the Growth Partner is currently employed; or (d) any business that Owlytica has directly solicited for sales of SaaS Products within the 12 months preceding the Referral Date (each an “Excluded Customer”). Before or after the execution of this Agreement, if Owlytica realizes that this Agreement has been executed with respect to an Excluded Customer, it will notify Growth Partner, and no Referral Fees will be owed as to that Growth Partner. For and in consideration of the mutual premises, warranties and representations set forth in this Agreement and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows:

Growth Partner Obligations. Growth Partner will familiarize itself with the SaaS Products and Owlytica’s business operations prior to referring the SaaS Products to Customers. Growth Partner will use only materials provided and approved by Owlytica when presenting the SaaS Products to Customers and will only present to Customers only such facts about the SaaS Products as Owlytica states in its current Product descriptions and advertising and promotional materials, or as may be stated in other non-confidential, written material furnished by Owlytica to Growth Partner.

Growth Partner will assist Owlytica in identifying potential Customers who may be potential users of the SaaS Products. Growth Partner acknowledges and agrees that it has no right or authority to distribute, license or sell any of the SaaS Products directly to Customers, and Growth Partner will not hold itself out as having any such right or authority. In no event will Growth Partner hold itself out as an agent of Owlytica with any authority to bind Owlytica. Growth Partner will not take any action to bind Owlytica to any agreement, including but not limited to committing Owlytica to provide SaaS Products to any Customer. Growth Partner will introduce Owlytica to Customers, and will advise and assist Owlytica in preparing for presentations to Customers to the extent that Owlytica requests Growth Partner to do so.

Owlytica Acceptance of Customer. Owlytica will have the sole and absolute right to determine whether to accept or reject a Customer presented by Growth Partner. Nothing in this Agreement will be construed to obligate Owlytica to provide SaaS Products to any Customer.

Referral Fee. As to each Customer referred to Owlytica under the terms of this Agreement, Owlytica will pay Growth Partner a referral fee (the “Referral Fee”) in an amount equal to the Referral Fee Percentage multiplied by the amounts of SaaS software revenue (excluding any support or secondary services revenue) actually paid to and recognized as revenue by Owlytica (in accordance with Owlytica’s standard accounting practices) from the Customer in the 12 months following the Revenue Date only. Notwithstanding any provision of this Agreement to the contrary: (a) no Referral Fee will be due as to any Customer unless the Revenue Date is within six months of the Referral Date; and (b) in no event will Owlytica be responsible to pay any Referral Fee as to any revenue received by Owlytica for SaaS Products rendered or revenue received from a Customer more than 12 months following the Revenue Date. If no Referral Fee Percentage is specified above, the Referral Fee Percentage will be 15%.

Payment of Referral Fee. Owlytica will pay Growth Partner Referral Fees due within 60 days of receipt of the receipt of revenue from Customer.

Term. The term of this Agreement begins on the Effective Date and continues until it is terminated by either party on 30 days written notice. Upon termination, the parties’ rights and obligations under this Agreement will terminate, except that Owlytica will pay Growth Partner Referral Fees earned prior to the termination.

No Partnership or Joint Venture. This Agreement is not intended to create a partnership, joint venture, or similar business relationship between the parties except as expressly stated in this Agreement.

Entire Agreement. The terms of this Agreement are the complete and exclusive statements of agreement between the parties as to its subject matter, and this Agreement supersede all previous understandings, representations, conditions, warranties, and all other communications between the parties relating to its subject matter. The terms and conditions of the attachments attached to this Agreement and any forms referenced in this Agreement are incorporated in this Agreement by reference.

Legal Compliance. Notwithstanding any provision of this Agreement to the contrary, Owlytica will not be obligated to pay Referral Growth Partner any Referral Fee if payment of the fee would result in an actual or potential violation of any applicable state, federal, or local law, regulation, or ordinance.

Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed an original and all of which will constitute the same instrument.

Agreed and executed as of the Effective Date.