Referral Fee Agreement

This Referral Fee Agreement (hereinafter the “Agreement”) is entered into by and between ScaleFactor, Inc. of Austin, 54 Rainey St. Ste. 1021, Texas 78701-4391 (hereinafter referred to as “Seller”) and you (“Referrer” or “you”).

WHEREAS, Seller desires to sell certain services;

WHEREAS, Referrer has contacts and desires to act as an intermediary finder of buyers for Seller’s services;

NOW, THEREFORE, in consideration of the premise and the mutual promises and covenants contained herein, the parties agree as follows:

II. Definitions

“Recurring Service”: A product offering by Seller in which fees are charged to a buyer on a monthly basis for services that are rendered on a monthly basis by Seller to a buyer.

“Seller’s Backlink”: A direct virtual website link to Seller’s company website as to be provided by Seller to Referrer.

“Seller’s Logo”: A trademarked logo of Seller’s company as to be provided by Seller to Referrer.

III. Exclusivity

For the term of this Agreement, Referrer shall have the non-exclusive right to introduce prospective buyers to the Seller who are not already known to the Seller.

VI. Fees and Payment

In consideration of Referrer providing a Qualified Referral to Seller, Seller shall pay to Referrer the equivalent to the base fee of the recurring service agreement between Seller and the Qualified Referral (the “Referral Fee”). The consideration fee paid to Referrer from Seller shall be paid upon the Qualified Referral’s completion and remittance to Seller of three full months of continuous recurring service with Seller. In the event that either the Qualified Referral or Seller discontinues service before the completion of three full months of continuous recurring service, or the Qualified Referral fails to timely remit payment for three months of fees by Seller from the Qualified Referral, no consideration shall be paid to Referrer from Seller.

Payments from Seller to Referrer will be made by automated clearing house (ACH), by wire transfer, or by other such means as Seller and Referrer may mutually agree to in writing, within thirty (30) calendar days of the Qualified Referral meeting each of the criteria in Section V, above.

VII. Grant of Non-Exclusive, Limited License

Seller hereby grants to Referrer, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferrable license to use Seller’s Logo in commerce solely for the purposes and in accordance with the provisions herein. Any other use made by Referrer shall only occur upon the receipt of prior written approval from Seller.

Referrer shall not sell, assign, or grant sub-licenses to Seller’s Logo in any way without the prior express written approval of Seller. Nor shall Referrer design or use Seller’s Logo in any other logo, artistic design, or derivative mark or in combination with any other mark, except as approved in writing by Seller.

Referrer hereby accepts such license and agrees that Referrer shall not use Seller’s Logo except in accordance with the terms and conditions of this Agreement. Referrer acknowledges and agrees that the license granted herein is non-exclusive and that Seller may license others to use Seller’s Logo in any manner, as determined solely by Seller.

X. Entire Agreement

This Agreement represents the entire agreement with respect to the subject matter herein and terminates and supersedes all prior understandings or agreements with respect to such matters. The Parties expressly waive reliance on any statements or averments not contained expressly herein.

XII. Severability and Reformation

In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that provision or provisions shall be reformed to the minimum extent necessary to render it enforceable and in accordance with the intentions of the Parties. In the event that any provision is not able to be reformed in accordance with this section, that invalidity, illegality, or unenforceability shall not affect any other provisions and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein.

XIV. Headings

Headings are for reference purposes only, have no substantive effect, and shall not enter into the interpretation hereof.

XVI. Reservation of Rights

The Parties reserve all rights not specifically granted or disclaimed herein.

XVII. Limitation of Liability

IN NO EVENT, EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT SHALL SELLER BE LIABLE ON ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF FEES DUE TO REFERRER HEREUNDER.