REFERRAL AGREEMENT

THIS REFERRAL AGREEMENT (this “Agreement”) is entered into and made by and between Bonside, Inc. (“Bonside”) and the potential partner (“Partner”).  Each of Bonside and Partner may be referred to herein as a “Party” and, together, as the “Parties”.

WHEREAS, Bonside offers Recurring Revenue Agreements (“RRAs”) and related financing products to qualified businesses (“Qualified Businesses”).

WHEREAS, the Parties desire to enter into an agreement whereby Bonside will compensate Partner for revenue received from new clients generated as a result of the Partner’s referral to Bonside (each, a “Referral” and collectively, the “Referrals”).

NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter contained and for other good and valuable consideration, the Parties hereby agree as follows:

1. SCOPE OF AGREEMENT.  Bonside will be responsible for preparing and providing all price quotes, and performing all business functions relating to its delivery of Services in connection with each Referral and shall have no obligation to pursue clients to whom the Referrals relate or to continue doing business with such clients for any length of time. As used herein:

   1. “Business” means any legal entity engaged in commercial activities that Partner introduces to Bonside pursuant to this Agreement.

   2. “Qualified Business” means a Business that satisfies Bonside’s then-current underwriting, credit, diligence, and eligibility criteria for an RRA.

   3. “Referral” means the submission, in the manner prescribed by Bonside, of identifying information sufficient for Bonside to contact a Business.

   4. “RRA Purchase Price” means the gross amount of capital actually funded by Bonside to a Qualified Business under an executed RRA, exclusive of any fees or costs withheld, charged, or reimbursed.

2. ELIGIBILITY.  Partner shall be entitled to a referral fee only if all of the following conditions are met: (i) at the time of the Referral, the Business meets Bonside’s qualification criteria for an RRA; (ii) Bonside’s internal records, in Bonside’s sole but reasonable discretion, identify Partner as the first source of the Referral for such Business; (iii) the Business executes an RRA with Bonside within six (6) months after the date on which Partner first submits the Referral; and (iv) Partner provides a bona fide, direct introduction of the Business to Bonside, which at minimum includes personal outreach by Partner to the Business and either an email or other written introduction to Bonside evidencing that Partner initiated contact between the Parties.

3. REFERRAL FEES; PAYMENT TERMS.  Subject to Section 2, Bonside shall pay Partner a one-time referral fee in an amount determined by the RRA Purchase Price, as follows: 

   1. if the RRA Purchase Price is at least Two Hundred Thousand U.S. Dollars (US $200,000) but not more than Five Hundred Thousand U.S. Dollars (US $500,000), the referral fee shall be Five Hundred U.S. Dollars (US $500); 

   2. if the RRA Purchase Price is greater than Five Hundred Thousand U.S. Dollars (US $500,000) but not more than One Million U.S. Dollars (US $1,000,000), the referral fee shall be Seven Hundred Fifty U.S. Dollars (US $750); and 

   3. if the RRA Purchase Price exceeds One Million U.S. Dollars (US $1,000,000), the referral fee shall be One Thousand U.S. Dollars (US $1,000).  

Bonside shall remit the applicable referral fee to Partner within thirty (30) days after the closing and funding of the applicable RRA.  Except for the referral fees expressly set forth in this Section 3, Partner shall not be entitled to any additional compensation, commission, or reimbursement in connection with any Referral.

4. TERM.  The term of this Agreement shall commence on the Effective Date and shall continue until either Party provides at least thirty (30) days’ prior written notice to the other Party of its intent to terminate (the “Term”). Upon termination of this Agreement, Bonside shall owe Partner all Commissions earned and accrued through the date of termination.

5. CONFIDENTIALITY.  The Parties acknowledge and agree that, in connection with this Agreement, they may receive certain information from the other Party which is of a confidential or proprietary nature, including, without limitation, information regarding the other Party’s customers, products or pricing or the existence of this Agreement (collectively, “Confidential Information”).  During the Term, the Parties shall maintain the confidentiality of, not disclose to any unauthorized third parties and shall not use any Confidential Information other than in furtherance of a Party’s obligations under this Agreement (the “Permitted Purpose”). Notwithstanding the foregoing, Confidential Information does not include information which becomes (a) public through no breach by a Party or its employees, agents or representatives (collectively, “Representatives”) of its obligations under this Agreement; or (b) available to a Party through a third party not bound by any confidentiality obligations. In the event that a Party or its Representatives become legally compelled to disclose any Confidential Information pursuant to a valid court order from a governmental entity having proper jurisdiction, such Party will provide the other Party, as permitted by law, with prompt written notice prior to any such disclosure so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.  A Party shall be liable for any breaches of this Agreement by its Representatives.

6. PARTNER OBLIGATIONS.

   1. Compliance.  Partner shall at all times (i) comply with all applicable federal, state, and local laws, rules, and regulations (collectively, “Law”), including, without limitation, those governing data privacy, advertising, and referrals; (ii) maintain in full force and effect all licenses, registrations, and authorizations required to engage lawfully in its referral activities; (iii) obtain all consents, authorizations, and permissions required from each Business prior to submitting a Referral to Bonside; (iv) use only Bonside-approved marketing or promotional materials, in the form provided by or expressly authorized in writing by Bonside, when describing Bonside or its services; and (v) limit all representations concerning Bonside, its services, or any RRA terms to information contained in Bonside-provided materials.

   2. Prohibited Activities.  Partner shall not (i) provide, purport to provide, or hold itself out as providing investment, financial, legal, accounting, or other professional advice to any Business in connection with an RRA; (ii) misstate, mischaracterize, or otherwise inaccurately describe any aspect of Bonside’s products, services, or terms; (iii) engage in any deceptive, misleading, unethical, or otherwise improper marketing, solicitation, or referral practice; or (iv) use, reproduce, distribute, or disclose any Bonside confidential information for any purpose other than performing its obligations under this Agreement.

7. RELATIONSHIP OF THE PARTIES.  The Parties are independent contractors with respect to one another under this Agreement. Nothing in this Agreement is intended or shall be construed to create an employer/employee, agent/principal, partnership, or joint venture relationship between the Parties or to allow a Party to exercise control or discretion over the manner or method by which the other Party conducts its business operations or performs its obligations under this Agreement or likewise expose the other Party to any liability for any actions or omissions of a Party, or its Representatives.  Neither Party shall have the authority to legally bind the other Party to any contract, proposal, or other commitment.

8. GOVERNING LAW.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas.  Any action arising out of this Agreement shall only be brought in a court of competent jurisdiction located in Orlando, Texas and the Parties hereby consent to proper jurisdiction and venue lying in such courts.

9. ASSIGNMENT.  Partner shall not assign, transfer or otherwise dispose of any rights or delegate any obligations under this Agreement, by a change in control, operation of law, or otherwise, without the prior written consent of Bonside.

10. ENTIRE AGREEMENT; AMENDMENT.  This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous agreements or understandings, whether written or oral.  This Agreement may not be changed orally and can only be modified by an agreement in writing signed by the Parties.

11. NOTICES.  Any and all notices provided under this Agreement shall be in writing and deemed delivered if provided either personally, by email (with evidence of receipt), three (3) business days after being sent by registered mail, return receipt requested, or the next business day if sent by overnight courier, to the addresses set forth below, which a Party may change from time to time, by providing written notice as provided herein.

12. EXECUTION.  This Agreement is executed electronically by the Partner selecting ‘Agree’ via the Bonside portal, https://bonside.com/for-partners/terms. Upon selection by the Partner, Bonside thereby executes and agrees to be bound by the terms of this Agreement.

By selecting "I accept the Terms & Conditions" at https://bonside.com/for-partners, Partner accepts the terms of this Referral Agreement as of today's date