This Referral Revenue Share Agreement (this “Agreement”) is made as of the date last signed below (the “Effective Date”) is entered into by and between Madwire, LLC, a Colorado Limited Liability Corporation having its principal place of business at 3420 E. Harmony Rd. Fort Collins, CO 80528 (“Madwire”), and the undersigned counterparty (“Strategic Partner”), and together with Madwire, the “Parties”, and each, a “Party”).

WHEREAS, Madwire provides in-bound marketing software and services for small to medium size businesses.

WHEREAS, Strategic Partner provides business services to small and medium size businesses, some of which fit the profile of a typical Madwire customer.

WHEREAS, the Parties desire to enter into a relationship under which Strategic Partner will refer customers to Madwire in exchange for a revenue share governed by the terms and conditions of this Agreement.

NOW, THEREFORE, for other good and valuable consideration, the Parties agree as follows:

1. Definitions. Capitalized terms have the meanings as set forth in this Section, or in the Section in which they first appear.

(a) “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the 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.

(b) “Customer” means any entity or individual that has purchased a Madwire product or service after a referral by Strategic Partner under this Agreement during the Term, provided that such Customer is not a person or entity that (i) is an existing customer of Madwire, (ii) is a current prospect of Madwire, or (iii) was a prior prospect or customer of Madwire, unless Strategic Partner plays a significant role in converting the prior prospect or customer into a current customer. Madwire will have sole discretion in determining the eligibility of a Customer. For clarification, Strategic Partner and its affiliates are not a Customer for the purposes of this Agreement.

(c) “Intellectual Property Rights” means all: (a) Patents; (b) Trademarks; (c) internet domain names, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; (f) all other intellectual property and industrial property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the Laws of any jurisdiction throughout in any part of the world.

(d) “Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, or other requirement or rule of law.

(e) “Person” means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association or any other entity.

(f) “Personnel” means agents, employees or subcontractors engaged or appointed by Madwire or Strategic Partner.

(g) “Representatives” means a Party’s Affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third- party advisors, successors and permitted assigns.

(h) “Services” means any add on services in addition to the Marketing 360® Software platform. Services include, without limitation, Ad Credits/Advertising, Content Creation, Creative Services, Custom Website Services, Video Production, Social Media Management, and Reputation Management.

(h) “Software” means the Websites 360® website platform and the Marketing 360® software platform. For clarification, Software does not include any Madwire Services.

(i) “Software Fees” means the total value actually paid to Madwire in a given month for Madwire Software.

(j) “Trademarks” means all rights in and to US and foreign trademarks, service marks, trade dress, trade names, brand names, logos, trade dress, corporate names and domain names and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.

2. Non-Exclusive Appointment. Madwire hereby appoints Strategic Partner, and Strategic Partner accepts such appointment, to act on a non-exclusive basis to refer Customers to Madwire. Strategic Partner agrees to use reasonable efforts to solicit and refer new Customers to Madwire in accordance with this Agreement.

3. Strategic Partner’s Obligations.

3.1 Identify and Refer Potential Customers. During the Term, Strategic Partner shall, at its own expense, use reasonable efforts to identify and refer potential Customers to Madwire. Strategic Partner understands and agrees that all agreements with Customers for the Products will be governed by Madwire’s standard terms and conditions as may be amended by Madwire in its sole discretion.

3.2 Referral Process. Once Strategic Partner has identified a potential Customer, Strategic Partner may deliver the lead via a tracked URL, embeddable sign-up form generated by Madwire, or via the Marketing 360 Backoffice product.

3.3 Prohibited Acts. Neither Strategic Partner nor its Personnel shall directly or indirectly: (a) make any representations, warranties, guarantees, indemnities, similar claims or other commitments actually, apparently or ostensibly on behalf of Madwire; (b) engage in any unfair, anti-competitive, misleading or deceptive practices respecting the Products, including any product disparagement (c) solicit any Madwire customer for competitive services or engage in any act to encourage Madwire customers to cancel with Madwire; (d) create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM") without prior written consent from Madwire for each and every occasion when any bulk mailing will occur. Madwire, in its sole discretion, reserves the right to reject each and every e-mail bulk mailing. Failure by Strategic Partner to abide by this section or any U.S. State and Federal SPAM laws, including but not limited to the Federal CAN-SPAM Act of 2003, in any manner, will be deemed a material breach of this Agreement by Strategic Partner and may result in the immediate suspension or termination of this Agreement with a cancellation of any pending Revenue Share; (e) advertise the Products on any website that promotes sexually explicit material, violence, warez or pirated material, or any website that promotes discrimination based on race, sex, religion, national origin, or physical disability, or any website that promotes illegal activities; (f) undertake any acts injurious to Madwire’s business or goodwill, including disparagement of Madwire or any of its Affiliates, or the Products in any manner in Madwire’s sole discretion. Strategic Partner understands that any such disparagement will be deemed a material breach of this Agreement by Strategic Partner and may result in the immediate suspension or termination of this Agreement with a cancellation of any pending Revenue Share.

4. Madwire’s Obligations.

4.1 During the Term, Madwire shall: (a) be solely responsible for providing the Products to the Customers; (b) be solely responsible for billing and collecting money from Customers for the Products; and (c) keep records of all sales of Products referred by Strategic Partner hereunder and submit to Strategic Partner each quarter (together with the applicable Commission payment) a quarterly report (“Quarterly Report”) indicating the quarterly Customer revenue actually received by Madwire for which Strategic Partner is entitled to a Commission.

4.2 During the Term, Madwire may, in its sole discretion: (a) provide information and support regarding the marketing, advertising, promotion of the Products under this Agreement; and (b) allow Strategic Partner to participate in any marketing, advertising, promotion and sales programs that Madwire may make generally available, provided that Madwire shall have the right to alter or eliminate any such program at any time;

4.3 Strategic Partner acknowledges and agrees that Madwire has the right in its sole discretion without notice and without incurring any liability to Strategic Partner or any third-party: (i) to establish the terms and conditions under which it will offer or sell the Products to any prospective customer; (ii) to refuse to provide the Products or terminate provision of the Products to any customer; (iii) to set the price for the Products and may change the prices charged to any customers for the Products; and (iv) Strategic Partner’s sole and exclusive remedy in case of any of the foregoing actions or inactions by Madwire will be to terminate this Agreement and make no further referrals to Madwire.

4.4 Cobranded Features. At Strategic Partner’s request, Madwire will provide certain Co-branded features. Setup for the co-branded features will require a separate contract and associated setup fees. The following co-branded features are available:

(a) A co-branded agency account where Strategic Partner can track the performance of their Customer accounts;

(b) a co-branded Marketing 360 dashboard for their Customers when they log in;

(c) a white-labeled login page or their Customers; and

(d) a co-branded website landing page, tracked URL, or embedded sign up forms for submitting leads.

5. Revenue Share.

5.1 Revenue Share. Strategic Partner shall be entitled to a share of software and service-related revenues generated from marketing referrals (the "Revenue Share”) as defined in this Section 5.

(a) Software Revenue Share. Subject to the conditions in this Section 5, Strategic Partner shall be entitled to a trailing revenue share (the “Software Revenue Share”) for its services in an amount equal to 25% (the "Software Revenue Share Percentage") of the total net revenue, up to $395 per Customer, generated from sales of Madwire Software to all Customer accounts referred to Madwire by Strategic Partner, pursuant to Section 3.2, during the Term.

(b) Services Revenue Share. Subject to the conditions in this Section 5, Strategic Partner shall be entitled to a trailing revenue share (“Services Revenue Share”) for its services in an amount equal to five percent (5%) (the "Services Revenue Share Percentage") of the total net revenue (after third party pass-through costs have been paid) generated from sales of Madwire Services to all Customer accounts referred to Madwire by Strategic Partner, pursuant to Section 3.2, during the Term. For clarification, Strategic Partner shall not be entitled to a Services Revenue Share for any Customer product or service for which a Software Revenue Share is being paid.

5.2 Revenue Share Payment Conditions.

(a) The Revenue Share shall become payable to Strategic Partner only at such times and only to the extent that Madwire actually receives unconditional payment from Customer under the corresponding Purchase Contract. If Customer makes payments to Madwire in increments or installments, Madwire shall pay Strategic Partner a pro rata Revenue Share corresponding to the incremental or installment payments of the Sales Price.

(b) Madwire shall pay make all Revenue Share payments in US dollars every quarter by check or ACH transfer. Madwire shall pay Strategic Partner each quarter the Revenue Share owed for the immediately preceding quarter.

(c) Madwire shall only be required to pay a Revenue Share to Strategic Partner’s that have generated more than $200 in quarterly Revenue Share. If Strategic Partner’s quarterly Revenue Share is less than $200, Madwire will hold the Revenue Share payment until Strategic Partner’s aggregate Revenue Share exceeds $200.

5.3 Revenue Share Term. Strategic Partner shall be entitled to the Revenue Share for the first 24 months each Customer account pays Madwire. After a Customer has made 24 recurring monthly payments all Revenue Shares associated with that Customer will be cancelled.

5.4 Clawback. If any payment made to Madwire, for which a Revenue Share has been paid to Strategic Partner, is canceled due to a cancelled check, credit card chargeback, refund or any other means, and Madwire cannot resolve this issue, Madwire may reduce Strategic Partner’s next Revenue Share Payment in an amount equal to the Revenue Share paid to Strategic Partner for the cancelled payment.

5.5 Set-off Right. Madwire may withhold payment of any amounts due and payable under this Agreement by reason of any set-off of any claim or dispute with Strategic Partner.

5.6 Disputes. Strategic Partner shall notify Madwire in writing of any dispute regarding any Quarterly Report, along with a reasonably detailed description of the dispute within 30 days from Strategic Partner’s receipt of such Quarterly Report. Strategic Partner will be deemed to have accepted all Quarterly Reports for which Madwire does not receive timely notification of disputes. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, Strategic Partner shall continue performing its obligations under this Agreement during any such dispute.

5.7 Check Policies. Unless otherwise agreed, all Revenue Share payments will be made via check. All uncashed checks will be cancelled after 90 days. If Strategic Partner requires a reissued check, Strategic Partner must pay a fee of $35 to have Madwire reissue the check.

6. Relationship of Parties. Strategic Partner is providing Services under this Agreement as an independent contractor. Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties or an employee/employer relationship. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any customer or other third party. The operations of each Party are subject to the sole control of such Party.

The Parties acknowledge that this Agreement is not a franchise or business opportunity agreement and does not create a franchise or business opportunity relationship between the Parties. If any provision of this Agreement is deemed to create a franchise or business opportunity relationship between the Parties, then the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as a referral agreement and not a franchise or business opportunity agreement.

7. Compliance with Laws. Strategic Partner shall not engage in any activity or transaction involving the Products, by way of marketing, promotion, advertising, the solicitation of the sale, lease, use or otherwise, that violates any Law.

8. Trademark License.

8.1 Madwire’s Trademark License Grant. Subject to Madwire’s trademark policies, which may be amended from time to time in Madwire’s sole discretion, and the terms and conditions of this Agreement, Madwire hereby grants to Company a non-exclusive, non-transferable and non-sublicensable license to use Madwire’s Trademarks during the Term solely on or in furtherance of this Agreement. Strategic Partner will promptly discontinue the display or use of any Trademark to change the manner in which a Trademark is displayed or used with regard to the Products when requested by Madwire.

8.2 Strategic Partner’s Trademark License Grant. Subject to Strategic Partner’s trademark policies, which may be amended from time to time in Strategic Partner’s sole discretion, and the terms and conditions of this Agreement, Strategic Partner hereby grants to Madwire a non-exclusive, non-transferable and non-sublicensable license to use Strategic Partner’s Trademark(s) during the Term solely on or in connection with the marketing, promotion, advertising and sale of the Products. Without limiting the foregoing, during the Term, Strategic Partner explicitly authorizes Madwire to use its Trademark(s) in a co-branded website domain name, on a co-branded website operated by Madwire at Madwire’s expense and in conjunction with digital advertisements for the Products. Madwire will promptly discontinue the display or use of any Trademark to change the manner in which a Trademark is displayed or used with regard to the Products when requested by Strategic Partner.

8.3 Ownership. The Parties acknowledge and agree that: (a) Any and all Trademark Rights are the sole and exclusive property of the respective Parties or their licensors; (b) Neither Party shall acquire any ownership interest in any Intellectual Property Rights under this Agreement; (c) Any goodwill derived from the use either Parties Intellectual Property Rights inures to the benefit of that Party or its licensors, as the case may be; and (d) Strategic Partner shall use Madwire’s Intellectual Property Rights solely for the purposes of performing its obligations under this Agreement and only in accordance with this Agreement and the instructions of Madwire.

8.4 Prohibited Acts. Neither the Parties, nor any Party Affiliate, shall: (a) take any action that may interfere with any of the other Party’s rights in or to such Party’s Intellectual Property Rights, including the ownership or exercise thereof; (b) challenge any right, title or interest of the other Party in or to such Party’s Intellectual Property Rights; (c) make any claim or take any action adverse to the other Party’s ownership of such Party’s Intellectual Property Rights; (d) register or apply for registrations, anywhere in the world, for the other Party’s Trademarks or any other Trademark that is similar to such Party’s Trademarks or that incorporates such Party’s Trademarks in whole or in confusingly similar part; or (e) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the products purchased under this Agreement (including Products) or any Party’s Trademark;

8.5 No Continuing Rights. On expiration or earlier termination of this Agreement, the Parties will immediately cease all display, advertising, promotion and use of all the other Party’s Trademarks and will not thereafter use, advertise, promote or display any of the other Party’s Trademarks or any part thereof that is similar to or confusing with the other Party’s Trademarks.

9. Term; Termination.

9.1 Term, The term of this Agreement commences on the Effective Date and will continue for one year. (the “Initial Term”).

9.2 Renewal Term. Upon expiration of the Initial Term, this Agreement will automatically renew for additional successive 1-year terms (each a “Renewal Term” and together with the Initial Term, the “Term”), or unless and until sooner terminated as provided under this Agreement. If the Term is renewed for any Renewal Terms, the terms and conditions of this Agreement during each such Renewal Term are the same as the terms in effect immediately prior to such renewal.

9.3 Material Breach. 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 30 days after the non-breaching party provides the breaching party with written notice of such breach.

9.4 Voluntary Termination. Either Party may terminate this Agreement at any time with 30 days’ written notice to the other party.

9.5 Minimum Referral Commitment. This Agreement will automatically be terminated, and all Customer Revenue Shares will be forfeited, if Strategic Partner does not refer a minimum of 1 new Customer per quarter for two consecutive quarters. If this Agreement is cancelled pursuant to this provision, Strategic Partner may enter the Affiliate Partner program at their election.

9.6 Effect of Expiration or Termination. Upon the expiration or earlier termination of this Agreement, each Strategic Partner shall promptly: cease to represent itself as affiliated with Madwire and shall otherwise desist from all conduct or representations that might lead the public to believe that Strategic Partner is authorized by Madwire to market, promote or solicit sales of the Products. If this Agreement is canceled pursuant to Section 9.3 or 9.5, all Revenue Shares will be canceled contemporaneously with termination. If the Agreement is canceled pursuant to Section 9.4, all Revenue Shares will continue as outlined in Section 5.3.

10. Indemnification. Strategic Partner shall indemnify, hold harmless, and defend Madwire and its officers, directors, employees, agents, successors and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Madwire (collectively, “Losses”), relating to, arising out of or resulting from any third-party claim alleging: (a) material breach or non-fulfillment of any material representation, warranty or covenant under of this Agreement by Strategic Partner or Strategic Partner's Personnel; (b) any negligent or more culpable act or omission of Strategic Partner or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; or (c) any bodily injury, death of any Person or damage to real or tangible personal property caused by the willful or negligent acts or omissions of Strategic Partner or its Personnel.

11. Limitation of Liability. EXCEPT FOR LIABILITY FOR INDEMNIFICATION, LIABILITY FOR BREACH OF CONFIDENTIALITY, LIABILITY FOR BREACH OF SECTION 3.3 PROHIBITED ACTS OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12. Insurance. During the Term, Strategic Partner shall, at its own expense, maintain and carry in full force and effect all types and amounts of insurance required by applicable Law and all such insurance as is necessary to protect the Indemnified Party from and against any Third Party claims with financially sound and reputable insurers.

13. Miscellaneous.

13.1 Entire Agreement. This Agreement, including and together with all exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

13.2 Notices. Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”) in writing and addressed to the other Party electronically or by mail at the address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this section). Except as otherwise provided in this Agreement, a Notice is effective only upon receipt by the receiving Party.

Notice to Madwire:

Address:

Madwire, LLC

Attn: Legal

3420 E. Harmony Rd.

Fort Collins, CO 80528

Email: Brian.kelly@madwire.com

Notice to Strategic Partner:

Notice to Strategic Partner will be provided to the address and representative listed on the signature page below.

13.3 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

13.4 Modification and Waiver. Madwire has the right to change or add to this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Revenue Share with 30-days written notice that we in our sole discretion deem to be reasonable in the circumstances. Changes will be posted to the URL where this Agreement resides. No other amendment to this Agreement is effective unless it is in writing and signed by each Party. No waiver under this Agreement is effective unless it is in writing and signed by the Party waiving its right.

13.5 Equitable Remedies. Each Party acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its obligations under would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by such Party of any such obligations, the other Party shall, in addition to any and all other rights and remedies that may be available to such Party at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Each Party agrees that such Party will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section.

13.6 Assignment. Strategic Partner may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Madwire. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement. Madwire may assign any of its rights or delegate any of its obligations to any Affiliate or to any Person acquiring all or substantially all of Madwire’s assets.

13.7 Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

13.8 No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

13.9 Choice of Law. This Agreement, including all exhibits, schedules, attachments and appendices attached hereto and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the Laws of the State of Colorado, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of Colorado.

13.10 Arbitration. Each Party irrevocably and unconditionally agrees that any controversy or claim arising out of or relating to this agreement and its interpretation, and all controversies arising hereunder, shall be settled by confidential binding arbitration administered by the American Arbitration Association (AAA) in Fort Collins, Colorado by a single attorney. Such arbitration shall be conducted pursuant to the Commercial Arbitration Rules (CARs) of the American Arbitration Association (AAA).

13.11 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile or electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.