Referral Agreement

2.1

Your activities under this agreement are limited as follows:

2.2

No License Granted. No license is granted under this Agreement to use or access any Products, any of StockUnify ’s proprietary technologies embodied therein, or any data, information or other content provided thereby.

2.3

Intellectual Property Rights. All rights, title and interest in and to the Products, Marks and other StockUnify intellectual property (including without limitation, all IP Rights (as defined in Section 11) therein and all modifications, extensions, customizations, scripts or other derivative works of such Intellectual Property provided or developed by StockUnify) are owned exclusively by StockUnify or its licensors. Except for the rights and grant of limited use of the Marks expressly granted in this Agreement, the rights granted to You do not convey any rights in the Products, Marks or other StockUnify intellectual property, express or implied, or ownership therein. Any rights not expressly granted herein by StockUnify are reserved by StockUnify. You shall immediately advise StockUnify if You have knowledge of any potential infringement of any of StockUnify ’s patents, trademarks, copyrights or other IP Rights.

2.4

2.4 Nonexclusive Referral Agreement. Each party acknowledges that this Agreement does not create an exclusive agreement between the parties. Each party shall have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties. Notwithstanding the foregoing, once You establish a Commissionable Lead with StockUnify, You will not refer such Commissionable Lead to a competitor of StockUnify which offers a product or service that is similar or competing with any current or publicly announced StockUnify offering unless such restriction is lifted by StockUnify in writing. performance and other internal purposes of StockUnify.

3.1

Submission of Leads. You shall identify, register, and provide relevant commercial conditions relating to an opportunity at a proposed lead (“Proposed Lead”) by way of using the UPC issued to You by StockUnify, which is a standard form generated by StockUnify via some method at StockUnify’s option. Proposed Leads cannot be located in an Excluded Country. At StockUnify’s request in connection with the Proposed Lead, You agree to; (a) supply any additional information reasonably requested by StockUnify, (b) discuss the lead in reasonable detail with StockUnify, and (c) assist StockUnify in making contact with the Proposed Lead by taking reasonable measures to facilitate an introduction, meeting, conference call or other means of communication with the Proposed Lead. For the avoidance of doubt, projects offered by Public Sector Entities (as defined in Section 11) are not eligible for participation in the referral program contemplated as a Proposed Lead and are not eligible for any payment of commissions or any other referral fees under this Agreement.

3.2

Acceptance of Leads. Within a reasonable period of time following Your submission of Your UPC, StockUnify shall review the Proposed Lead You have associated with Your UPC to determine whether to accept the Proposed Lead as commissionable under Section 4.1 below, or reject the Proposed Lead pursuant to this Section and will provide You with a written (e-mail or otherwise) notification of its acceptance or rejection of a Proposed Lead (“Referral Confirmation”). StockUnify reserves the right to change its acceptance or rejection of a Proposed Lead You have associated with Your UPC at any time if it learns of new or different information relating to the Proposed Lead than what You submitted and for subsequent noncompliance with the terms of this Agreement. StockUnify will be under no obligation to accept any Proposed Lead You have associated with Your UPC and may reject or decline to accept a Proposed Lead You have associated with Your UPC for any or no reason at its sole discretion, including, without limitation, because:

3.2

Pursuit of Leads by StockUnify. The method of contacting and following up with Proposed Leads will be determined in StockUnify’s sole discretion; provided, however, that You shall actively support StockUnify in the sales process with Proposed Leads when requested by StockUnify. StockUnify shall have sole discretion to refuse to offer any Products to any third party without liability to You.

3.4

An opportunity at a Proposed Lead shall remain a Proposed Lead until the earlier of:

4.1

Commissionable Leads. A Proposed Lead qualifies as commissionable (“Commissionable Lead”) only if:

4.2

Commissions and Payment. Subject to Your compliance with all terms and conditions of this Agreement, StockUnify will pay You commissions equal to the prevailing Commission Rate of Lead Referral Revenue (as defined in the Partner Section of the StockUnify website (www.stockunify.com) on the date You provided the Proposed Lead in accordance with Section 3 of this Agreement. Commission payments (less any applicable withholding taxes or other levies) will be made on the last day of the month following the quarter in which StockUnify receives payment of the Lead Referral Revenue, provided that the total commission payable for that quarter equals or exceeds NZD $1,000. If the total commission for a quarter is less than NZD $1,000, it will be carried forward and paid cumulatively at the end of the calendar year. All payments will be accompanied by a detailed commission report.

4.5

Modifications. StockUnify may modify the Proposed Lead submission process and the percentage amounts and conditions relating to commissions upon thirty (30) calendar days written notice. Such changes will only affect Proposed Leads submitted after such thirty (30) day period.

4.6

Commissions After Termination. Except in the event of termination for breach by You, StockUnify will continue to pay You commissions for the duration of the applicable referral payment period in accordance with Section 4.2 on Lead Referral Revenue received following termination of the Agreement for Commissionable Leads accepted prior to such termination, and StockUnify will continue to issue reports in accordance with Section 4.2 through such time.

4.7

No Other Payments. Except as expressly provided in this Section, You are not entitled to any fees, reimbursements, or other payments. You shall promptly refund to StockUnify any overpayments (e.g., Referral Fees on Lead Referral Revenue that was reduced due to returns by the customer).

5.1

Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect unless terminated as provided herein.

5.2

Termination for Convenience. Either party may terminate this Agreement for any or no reason upon giving thirty (30) days’ written notice to the other party.

5.3

Termination for Breach or Insolvency. Either party may, by written notice to the other party, terminate this Agreement if the other party:

5.4

Effect of Termination. Upon termination of this Agreement for any reason, You shall immediately cease the use of all StockUnify brochures, literature, documentation and other materials within Your control and shall return such materials to StockUnify within ten (10) business days. Except as provided in Section 4.4, You shall have no rights or claims against StockUnify in connection with termination, expiration or non-renewal of this Agreement; in particular, without any limitation, You hereby irrevocably waive any rights to severance or compensation for lost opportunities or investments to the maximum extent permissible under applicable law.

6

You will defend and indemnify StockUnify from and against any and all claims, demands, liabilities, costs, bank interest and fees, losses, damages and expenses (including but not limited to, reasonable legal/attorney/debt collection fees) (collectively, “Losses”) brought by any third party against StockUnify which arise out of or result from any act, default, misrepresentation or any omission on Your part (including, without limitation, negligence and breach of this Agreement), or any of Your agents, employees or representatives, directly or indirectly relating to this Agreement, including without limitation any claims relating to allegations, actions or proceedings for breach of contract or warranty, regulatory or other legal claims, claims for bodily injury (including death) and damage to property.

9.1

Relationship of Parties. The parties are independent contractors under this Agreement and no other relationship is intended, including, but not limited to, a partnership, franchise, joint venture, agency, employer/employee, or master/servant relationship. Neither party shall act in a manner which expresses or implies a relationship other than that of an independent contractor. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other party, whether express or implied or to bind the other party in any respect whatsoever. All financial and other obligations associated with Your business are solely your responsibility. As an independent contractor, the mode, manner and method used by You shall be under Your sole control and You shall be solely responsible for risks incurred in the operation of Your business and the benefits thereof. You shall bear all of Your own expenses in connection with the performance of this Agreement and will not be entitled to reimbursement of any such expenses by StockUnify.

9.2

No Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Neither party will be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by a duly authorized representative of the party against which such waiver is asserted.

9.3

Severability. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be eliminated or limited to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect.

9.4

Notices. Any notice required under this Agreement shall be provided to the other party in writing. If You have a legal dispute with StockUnify or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to StockUnify by email (support@stockunify.com). Notices to You shall be provided by StockUnify via mail or e-mail (to the address You provide).

9.5

Assignment. This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but You may not assign this Agreement without StockUnify’s prior written consent.

9.6

Force Majeure. Neither party shall be liable for loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labour stoppage, war or military hostilities, criminal acts of third parties. Any payment date shall be extended to the extent of any delay resulting from any force majeure event.

9.7

Compliance.

9.8

Survival. Upon the termination of this Agreement for any reason, in addition to the parties’ rights and obligations that survive as explicitly set forth herein, the parties' rights and obligations under the following paragraphs shall survive: Sections 2 (“Limitations on Activities”), 4.5 (“Commissions After Termination”), 4.6 (“No Other Payments”), 5.4 (“Effect of Termination”), 6 (“Indemnification”), 9.7.1 (“Compliance”) and others which by their nature are intended to survive this Agreement.

9.9

Partner Promotion. By accepting this Agreement, You grant StockUnify the right to use and display Your company’s name, logo, images, and marketing descriptions on StockUnify’s website (www.stockunify.com), marketing materials, and other promotional content, for the sole purpose of identifying You as a StockUnify Referral Partner. You represent and warrant that You have all necessary rights to grant such usage and agree that StockUnify shall not be required to pay any license fees or royalties for such use.

11.1

“Commissionable Period” means, in respect of a Commissionable Lead, a period of one (1) year from Your submission of the Proposed Lead You have associated with Your UPC for such Commissionable Lead.

11.2

“Excluded Countries” mean any country to which New Zealand law, rule or regulation prohibits the sale of goods and services, as such list of countries may be updated from time-to-time.

11.3

“Commissionable Product(s)” means the products listed as Commissionable Products on the StockUnify Partner Program section of the StockUnify website, as updated from time to time in StockUnify’s sole discretion or as specified by StockUnify in writing.

11.4

“IP Rights” means, on a worldwide basis, copyrights, trademark rights, service marks, logos, patents, rights in trade secrets, moral rights, rights of publicity, privacy rights, authors’ rights, contract and licensing rights, goodwill, rights in domain names, and all other intellectual property rights as may exist now and/or hereafter come into existence, and all applications, registrations, renewals and extensions thereof (including continuations in part), regardless of whether such rights arise under the laws of any state, country or jurisdiction.

11.5

“Lead Referral Revenue” means any payments actually received by StockUnify from a Commissionable Lead for the first year’s fees under a subscription agreement or other ordering document between StockUnify and the Commissionable Lead entered into during the Commissionable Period for the Commissionable Lead’s first order of a Commissionable Product, minus any taxes, subsequently credited charges, write-offs, refunds or chargebacks. For the avoidance of doubt, Lead Referral Revenue does not include any amounts received for follow-up orders, additional sales, renewals, or for products or services that are not Commissionable Products at the time of the relevant Referral Confirmation, such as professional services, support services, training services or third-party software products purchased by a Commissionable Lead, nor does it include amounts that are owed by the Commissionable Lead but have not actually been received by StockUnify.

11.6

“Public Sector Entity” means any traditional government agency or ministry, including national or local government organizations, and any of their divisions, departments, agencies, branches, or ministries, whether executive, administrative, legislative, or judicial, as well as political parties, political organizations, and any public foundations, public organizations, or NGOs, such as the International Red Cross, United Nations and the World Bank. The term “public sector entity” also refers to any entity for which any of the following conditions exists: