Referral Agreement

From time to time, the Customer may introduce Company to potential new customers (each, a "Referral Target") for the purpose of referring new business to the Company. Referrals by the Customer to the Company shall be provided in the manner directed by the Company.

The prices, terms, and conditions under which Company offers or sells any of its products or services shall be determined by the Company in its sole discretion. Company shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of its products and services. Nothing in this Agreement shall obligate Company to actually offer or sell any products or services or consummate any transaction. Company may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of its products or services without any liability or obligation to provide Credit to the Customer in accordance with Section 2 or otherwise.

The Customer shall not have any right to participate in any sales discussions or negotiations between the Company and any Referral Targets. The Customer shall have no right to negotiate on behalf of, or to make any offering or sale of the Company’s products and services in any capacity.

Only new Referral Targets who have not previously done business with the Company are eligible to qualify a Customer’s referral for Credit, and new Referral Targets must not be current customers of the Company at the time of, or at any time prior to, the referral in order to qualify the Customer’s referral for Credit in accordance with Section 2 below.

In consideration for any successful referrals provided by the Customer hereunder, the Company shall provide the Customer with applicable credits against the Customer’s future payments to the Company ("Credit"), subject to the terms and conditions set forth in this Agreement.

Subject to the other terms and conditions of this Agreement, the amount of Credit to be applied to the Customers account shall be equal to 20% of the revenue actually received by the Company from Referral Targets which were referred to the Company by the Customer.

The Credit available to the Customer shall be capped in all cases by the amounts owed, or to be owed, by the Customer to the Company pursuant to a valid and outstanding invoice. The sole compensation for the Customer under this Agreement shall be the application of such Credit against the Customer’s future invoices from the Company and in no event shall the Company remit any cash payments to the Customer.

The amount of all Credit received by the Customer shall be considered taxable income of the Customer. If the amount of the Customer’s Credit in any given calendar year exceeds six hundred U.S. Dollars ($600), the Customer shall be required to provide the Company with the applicable tax identification information of the Customer (the "Tax Information") necessary for the Company to issue a form 1099 to the Customer. All Credit to be applied to the Customer’s accounts shall be capped at $600 per calendar year unless and until the Customer provides the necessary Tax information.

This Agreement 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 Washington, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Washington, in each case located in King County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.

Customer shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement under any circumstances. Any purported assignment or delegation in violation of this Section shall be null and void. Company may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Customer’s prior written consent. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.

Each Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action, or counterclaim arising out of or relating to this Agreement, or the transactions contemplated hereby.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

This Agreement is for the benefit of the Parties hereto and not for the benefit of any third party. The Parties do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.