This Referral Revenue Share Agreement (this “Agreement”), any Exhibits, and/or Addenda hereto (collectively, the “Agreement”) is a legal agreement between you (“Referrer” or “you”) and Fullsteam Software Holdings LLC DBA Automaid (“Company”). Company and Referrer may each be referred to as a “Party” and collectively as the “Parties.”

“Company Platforms” means collectively and individually, www.automaidsoftware.com and any of their subdomains (collectively, the “Site”) and any websites, platforms, exchanges, successor platforms and exchanges, software, hardware, portals, applications, and Application Programming Interfaces (“API”s), programs, components, functions, screen designs, reporting data, and report formats owned or operated by Company and all updates, upgrades, and other derivative works, releases, fixes, patches, etc. related to the software that Company develops, deploys, or makes available to Referrer during the Term of this Agreement, as they may be modified, relocated and/or redirected from time to time, to receive, or review data and results of the Company Services.

BY ACCESSING OR USING THE COMPANY SERVICES OR COMPANY PLATFORM OR ENTERING INTO AN, YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON REFERRER’S BEHALF, AND YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS OF COMPANY’S PRIVACY POLICY. IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT OR ARE NOT AUTHORIZED TO ACCEPT THIS AGREEMENT ON REFERRER’S BEHALF, THEN YOU ARE NOT AUTHORIZED TO AND ARE PROHIBITED FROM ACCESSING THE COMPANY SERVICES OR COMPANY PLATFORM. THE COMPANY SERVICES AND COMPANY PLATFORM ARE OFFERED AND AVAILABLE TO USERS WHO ARE EIGHTEEN (18) YEARS OF AGE OR OLDER. BY USING THE COMPANY SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY AND MEET ALL OF THE FOREGOING ELIGIBILITY REQUIREMENTS. IF YOU DO NOT MEET ALL OF THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE COMPANY SERVICES OR COMPANY PLATFORM.

The “Effective Date” of this Agreement is the date which is the earlier of the date on which you: (a) click to accept or agree to this Agreement; (b) access or use the Company Services; or (c) otherwise indicate your assent to these terms.

RECITALS

WHEREAS, Company provides access to the Company Platforms and related subscription services and other services that Company may provide to its customers (collectively, the (“Company’s Services”);
WHEREAS, Referrer desires to participate in Company’s referral program by referring potential customers to Company;
WHEREAS, Company desires to compensate Referrer through a revenue sharing arrangement for successful referrals that result in paying customers;
WHEREAS,  the  Parties  wish  to  establish  the  terms  and  conditions  governing  their  referral relationship;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS 

2. “Referral Link” means the unique tracking URL provided by Company to you that identifies you as the source of any prospect who clicks through such link.
3. “Customer” means any individual or entity that purchases Company’s Services and maintains an active, paid account with Company for the Company’s Services.
4. “Qualified Referral” means a prospect who: (a) clicks through Company’s Referral Link or has been submitted to Company by Referral via the emailed Referral Form attached hereto as Exhibit A; (b) signs up for Company’s services within the Attribution Period; (c) becomes a paying Customer by signing a contract for Company’s Services (“Company Contract”) ; and (d) maintains their account with Company in good standing for at least thirty (30) days after initial payment.
5. “Attribution Period” means the period of ninety (90) days from the date a Referrer emails Company a completed Referral Form during which any sign-up by such prospect will be attributed to Referrer.
6. “Revenue Share” means the percentage of Net Revenue that Company will pay to Referrer for each Qualified Referral as set forth in Section 5.
7. “Net Revenue” means the gross revenue received by Company from a Qualified Referral for the Qualified Referral’s subscription to the Company Services, less: (a) any refunds, chargebacks, or credits issued; (b) applicable taxes; (c) payment processing fees; (d) implementation, onboarding , or any one-time payment charges; and (e) any discounts or promotional credits applied.
8. Tracking System” means Company’s proprietary system for tracking clicks, sign-ups, and conversions.
   

2. REFERRAL PROGRAM OVERVIEW 

1. Program Participation. Subject to the terms and conditions of this Agreement, Company hereby grants Referrer the non-exclusive right to participate in Company’s referral program by promoting Company’s services to potential customers using the marketing materials provided by Company.
2. Referral Method. Referrer shall refer prospects to Company exclusively by (1) having referred prospects click the Referral Link to sign up for Company’s Services; or (2) emailing Company at sales@automaidsoftware.com the information in the Referral Form attached in Exhibit A.

1. Referral by Email. Any referrals not made through this method with the correct Referral Form completely filled out, will not be eligible for compensation under this Agreement. Referrer hereby represents and warrants that it has/will  obtained  all  necessary  rights,  consents,  and  permissions  to  provide  any  contact information, including but not limited to names, phone numbers, email addresses, and other personal data (“Referral Information”) submitted to Company in the Referral Form or in any method in connection with this Agreement. Referrer agrees that all Referral Information submitted will be provided in compliance with all applicable privacy, data protection, and marketing laws and regulations. Referrer further agrees to indemnify and hold harmless Company its affiliates, officers, and employees from any claims, liabilities, or damages arising out of or related to the unauthorized disclosure or use of Referral Information.

2. Referral by Referral Link. Company shall provide Referrer with a unique Referral Link within five (5) business days of the Effective Date. Company may update or modify the Referral Link upon thirty (30) days’ written notice to Referrer. For a referral to qualify as a Qualified Referral, the prospect must:(a) Click through Referrer’s Referral Link or be confirmed as an approved lead via email by Company; (b) Complete Company sign-up process for the Company Services under a service agreement with Company; (c) Provide valid payment information and make their first payment; and (d) Not be an existing customer or prospect already in Company system prior to clicking the Referral Link or otherwise being referred. Company shall maintain a Tracking System to monitor clicks through Referral Links, sign-ups, conversions, and revenue generation.

3. Referral Confirmation. Within ten (10) business days of receiving a referral, Company will confirm in writing whether the referral has been accepted. Company reserves the right, in its sole discretion, to accept or reject any referred prospect, including referrals that are already existing clients, active prospects, or previously submitted by a third party. Within (10) business days of an accepted referred prospect signing a services agreement with Company for the Company Services, Company will notify Referrer that the lead has become a Qualified Referral. Notwithstanding the foregoing, if Company does not accept a referred prospect within ninety (90) days of receiving the referral submission request, then such referred prospect will be deemed a rejected referral unless or until otherwise indicated to you as a Qualified Referral by Company in writing.
4. Attribution. To be eligible for a referral commission, a Qualified Referral must (a) be initially introduced to Company by the Referrer, and (b) not have engaged with Company in the six (6) months prior to the referral date.
5. Territory. Unless otherwise specified in writing, Referrer may refer prospects located in the United States^[b] of America only.  
   
   

3. REFERRAL PROCESS AND REQUIREMENTS 

For a referral to qualify as a Qualified Referral, the prospect must:(a) Sign Company’s Contract within the Attribution Period;(b) Provide valid payment information and make their first payment;(c) Not be an existing customer or prospect already in Company’s system prior to Referrer’s referral email; (d) not be already referred by another referral partner of Company at the time of Referrer’s referral (e) Maintain their account in good standing for at least sixty (60) days.

4. REVENUE SHARE AND COMPENSATION 

1. Revenue Share Percentage. Company shall pay Referrer a revenue share equal to 20% of Net Revenue generated by each Qualified Referral for the duration specified in Section 4.2.

2. Revenue Share Duration. Revenue Share payments shall be made for all Net Revenue generated by each Qualified Referral in perpetuity of the customer relationship  with  Company,  provided  the  customer  maintains  an  active,  paid  account  for Company’s services.

3. Revenue Share Calculation. Revenue Share shall be calculated  quarterly based on Net Revenue actually received by Company during the preceding quarter. Revenue Share shall accrue when payment is received by Company, not when invoiced.
   
   

5. PAYMENT TERMS 

1. Payment Schedule. Company shall owe accrued Revenue Share to Referrer within thirty (30) days after the end of each calendar quarter during the Term in which Revenue Share was earned.
2. Payment Method. Revenue Share fees shall be payable within 45 days of receipt by the Referrer of an undisputed invoice from Company. Each invoice shall reference this Agreement. Service Provider will complete registration in Company’s Tipalti portal for payment. Referrer will receive a registration email  for the portal  from  invoices@ap.fullsteam.com. Notwithstanding anything  to  the  contrary  herein,  Referrer  will  receive  no  payments  until  the  Tipalti  portal registration is complete. Referrer will complete a tax form (W9, W8, etc.) in the Tipalti portal. Invoices must be submitted at least monthly in PDF format to invoices@ap.fullsteam.com.
3. Tax Responsibilities. Referrer shall be solely responsible for all taxes, including income taxes, arising from Revenue Share payments. Company will issue appropriate tax documentation (such as Form 1099) as required by law.
   
   

6. TRACKING AND REPORTING 

1. Tracking System. Company shall maintain a Tracking System to monitor Referrer’s emails of Referral Forms, sign-ups, conversions, and revenue generation. The Tracking System’s records shall be conclusive evidence of referral activity for purposes of this Agreement.
2. Dispute Resolution. If Referrer disputes any tracking or payment calculation, Referrer must notify Company in writing within sixty (60) days of the disputed payment or report. Company shall investigate and respond within thirty (30) days.
   
   

7. REFERRER OBLIGATIONS AND REPRESENTATIONS 

1. Marketing Standards. Referrer shall:(a) Promote Company’s services in a professional, ethical, and lawful manner;(b) Make only truthful and accurate statements about Company’s services;(c) Not make any warranties, guarantees, or representations on behalf of Company beyond those  expressly  authorized  in  writing;(d)  Comply  with  all  applicable  laws,  regulations,  and industry standards in all referral activities.
2. Prohibited Activities. Referrer shall not:(a) Engage in spam, unsolicited email marketing, or other prohibited marketing practices;(b) Use Company’s trademarks, trade names, or copyrighted materials without prior written consent;(c) Bid on Company’s branded keywords in search engine advertising;(d)  Create  websites  or  content  that  could  be  confused  with  Company’s  official websites;(e)  Engage  in  any  illegal,  fraudulent,  or  deceptive  practices;(f)  Refer  competitors, vendors, or other parties with conflicts of interest without disclosure.

3. Compliance with Laws. Referrer represents and warrants that all referral activities will comply  with  applicable  laws,  including  but  not  limited  to:(a)  Federal  Trade  Commission guidelines regarding endorsements and testimonials;(b) CAN-SPAM Act and other anti-spam regulations;(c)  State  and  federal  privacy  laws;(d)  Any  applicable  professional  licensing requirements.
4. Independent Contractor Status. Referrer is an independent contractor and not an employee, partner, agent, or representative of Company. Referrer has no authority to bind Company or make commitments on Company’s behalf.
   
   

9. INTELLECTUAL PROPERTY AND MARKETING MATERIALS 

1. Limited License. Company grants Referrer a limited, non-exclusive, non-transferable license to, only during the Term of this Agreement, use Company’s name, trademarks, and approved (in writing) marketing materials solely for the purpose of referring prospects under this Agreement.
2. Usage  Guidelines.  Any  use  of  Company’s  intellectual  property  must:(a)  Comply  with Company’s brand guidelines and usage policies; (b) Be approved in writing by Company prior to use; (c) Accurately represent Company’s services without modification or misrepresentation;(d) Include appropriate disclaimers as required by Company.
3. Termination of License. The license granted in this Section shall terminate immediately upon termination of this Agreement, and Referrer shall cease all use of Company’s intellectual property.
   
   

10. COMPLIANCE AND LEGAL REQUIREMENTS 

1. FTC Compliance. Referrer acknowledges that referral relationships must be disclosed in accordance  with  Federal  Trade  Commission  guidelines.  Referrer  shall  include  clear  and conspicuous disclosures of the referral relationship in all marketing materials and communications.
2. Required Disclosures. Referrer shall include the following or substantially similar disclosure in all referral communications: “This is a referral link. I may receive compensation if you sign up for [Company Name]’s services through this link.”

3. Privacy Compliance. Referrer shall comply with all applicable privacy laws and shall not collect, use, or disclose personal information of prospects except as necessary for referral activities and in compliance with applicable law.
   
   

11. CONFIDENTIALITY 

1. Confidential Information. Except as expressly provided herein, the parties agree that the receiving party shall not publish or otherwise disclose and shall not use for any purpose any non- public  information  about  the  disclosing  party’s  business  or  activities  that  is  proprietary  and confidential that is furnished to it by the disclosing party pursuant to the Agreement which (i) if disclosed in tangible form is marked “Confidential” or with other similar designation to indicate its confidential or proprietary nature, or (ii) if disclosed orally is indicated orally to be confidential or proprietary by the disclosing party at the time of such disclosure, or (iii) is confirmed in writing as confidential or proprietary by the disclosing party within a reasonable time after such disclosure, or (iv) by its nature or the circumstances surrounding its disclosure should reasonably be regarded as  confidential  (collectively,  “Confidential  Information”).   Notwithstanding  the  foregoing, Confidential Information shall not include information that, in each case as demonstrated by written documentation: (i) was properly in receiving party’s possession or properly known by it, without restriction, prior to receipt from the disclosing party; (ii) was rightfully disclosed to receiving party by a third party without restriction; (iii) is, or becomes generally available to the public or otherwise part of the public domain, other than through any act or omission of the receiving party (or any subsidiary, agent or employee of the receiving party) in breach of the Agreement; (iv) was independently developed by the receiving party without reference to or use of any Confidential Information disclosed by the disclosing party; or (v) is approved in writing by the disclosing party for release.  
2. Return of Confidential Information.  Upon termination of the Agreement for any reason or upon request of the disclosing party at any time, the receiving party will (i) promptly return to the disclosing party the original and all copies of all Confidential Information or, in lieu thereof, certify that all such Confidential Information has been destroyed; and (ii) destroy all notes and copies thereof made by receiving party containing any Confidential Information, provided that neither party shall be obligated to return or destroy Confidential Information to the extent necessary to fulfill its obligations and to enforce its rights under the Agreement or to the extent otherwise required  by  law,  regulation,  legal,  regulatory  or  judicial  process,  rule  or  practice  governing professionals or any internal compliance policy or procedure relating to the safeguarding or backup storage of data; provided that any such Confidential Information so not returned or destroyed shall remain subject to the confidentiality and use covenants contained herein, without regard to Term.
3. Confidentiality and Non-Use. As receiving party, each party will (a) hold in confidence and not disclose Confidential Information to third parties except as permitted in this Agreement, and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party shall use reasonable care to protect the Confidential Information using at least the same degree of care the receiving party uses to protect its own Confidential Information of a similar nature, but in no event with less than reasonable care. The receiving party may  disclose  Confidential  Information  to  its  employees,  agents,  contractors  and  other representatives having a legitimate need to know (including, for Company the subcontractors referenced herein), provided it remains responsible for their compliance with this Section and they are bound to confidentiality obligations no less protective than this Section.  

4. Remedies.   Each  party  agrees  that  unauthorized  use  or  disclosure  of  Confidential Information may cause substantial harm for which money damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, including an injunction (without the necessity of posting any bond or surety), in addition to other available remedies, for breach or threatened breach of this Section.
5. Permitted Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Referrer Data and other Confidential Information, to the extent such disclosure is reasonably necessary for: (i) exercising the rights granted to it and fulfilling its obligations under the Agreement, provided such disclosure is only made to the receiving party’s employees,  agents,  consultants,  or  representatives  with  a  need  to  know  such  Confidential Information and who are bound by a confidentiality agreement or other duty of confidentiality no less  restrictive  than  the  duties  in  this Section;  (ii)  complying  with  applicable  law,  rules,  or regulations; or (iii) submitting information to tax or other governmental authorities.  If a party is required to make any disclosure of the disclosing party’s Confidential Information in accordance with subsections (ii) and (iii) above, to the extent it can legally do so, it will give reasonable advance  written  notice  to  the  disclosing  party  of  such  intended  disclosure,  and  will  use  its reasonable efforts to secure confidential treatment of such information prior to its disclosure (such as seeking, or allowing the disclosing party a reasonable opportunity to seek,  a protective orders or otherwise).
   
   

12. TERM AND TERMINATION 

1. Term. This Agreement shall commence on the Effective Date and continue for twelve (12) months unless earlier terminated as authorized under this section (the “Initial Term”). After the Initial Term, the Term shall automatically renew for successive twelve (12) month periods unless either party provides the other party thirty (30) days advanced written notice of nonrenewal prior to the end of the current term or otherwise earlier terminates the Agreement in accordance with this Section 12 (together with the Initial Term, the “Term”) Notwithstanding the foregoing, this Agreement shall automatically terminate if Referrer fails to generate a minimum of three (3) Qualified Referrals per month, consecutively, within any ninety (90) day period during the Term.

2. Termination for Convenience. Company may terminate this Agreement at any time with thirty (30) days’ written notice to the Referrer.
3. Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:(a) Materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice;(b) Becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy;(c) Engages in fraudulent or illegal activities related to this Agreement.
4. Effect of Termination. Upon termination:(a) Referrer shall immediately cease all referral activities and use of Company’s intellectual property;(b) Company shall pay all accrued but unpaid Revenue Share within sixty (60) days;(c) Revenue Share payment obligations under Section 5.1. shall no longer accrue as of the date of termination of the Agreement; and (d) All confidentiality obligations shall survive termination.
   
   

13. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY 

1. Warranty  Disclaimer.  COMPANY  EXPRESSLY  DISCLAIMS  ALL  OTHER WARRANTIES  OF  ANY  KIND,  WHETHER  EXPRESS,  IMPLIED,  LEGAL,  OR OTHERWISE,  WITH  RESPECT  TO  THE   COMPANY PLATFORM OR COMPANY SERVICES,  INCLUDING,  WITHOUT LIMITATION,  WARRANTIES  OF  MERCHANTABILITY,  QUALITY,  DURABILITY, TITLE,  NON-INFRINGEMENT,  FITNESS  FOR  A  PARTICULAR  PURPOSE,  TITLE, COMPLETENESS, ACCURACY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR  TRADE PRACTICE.  

2. LIMITATION OF LIABILITY.UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO  REFERRER OR ANY THIRD PARTY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY LOST PROFITS, LOSS OF DATA, LOSS  OF  USE,  WORK  STOPPAGE,  OR  CONSEQUENTIAL,  EXEMPLARY,  SPECIAL, INDIRECT,  INCIDENTAL  OR  PUNITIVE  DAMAGES,  HOWEVER  CAUSED,  EVEN  IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES  RESULTING  FROM  LOSS  OF  DATA,  LOST  PROFITS,  LOSS  OF  USE  OF EQUIPMENT, LOSS OF REPUTATION, OR LOST CONTRACTS.  

TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, COMPANY’S ENTIRE  AGGREGATE  LIABILITY,  AND  REFERRER’S  SOLE  AND  EXCLUSIVE REMEDY,  FOR  ANY  CLAIM  OR  CAUSE  OF  ACTION  ARISING  UNDER  THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES SHALL NOT EXCEED THE LESSER OF (1) TEN THOUSAND US DOLLARS ($10,000,00), OR (2) TOTAL FEES PAID OR PAYABLE BY  COMPANY TO REFERRER UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION.  

The waivers and limitations in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose. Neither party may bring a claim or action, regardless of form, arising out of the Agreement more than twelve (12) months after the claim or cause of action arose.

14. INDEMNIFICATION 

1. Company Indemnification. Company will indemnify, defend, and hold harmless Referrer and its officers, directors, agents and employees from and against any third-party claims (including any  and  all  liabilities,  damages,  losses,  costs  and  expenses  and  reasonable  attorneys’  fees) (“Claims”)  finally  awarded  to  the  extent  such  Claims  directly  arise  from  Company’s  gross negligent or willful misconduct as it relates to the performance of this Agreement.

3. Referrer Indemnification. Referrer will indemnify, defend, and hold harmless Company, its affiliates and their respective officers, directors, agents and employees from and against any and all third-party Claims to the extent such Claims arise from or relate to (1) ) Referrer’s marketing activities and representations about the Company Platorm or Company Services; (2) Referrer’s breach of the Agreement; (3) Referrer’s gross negligence or willful misconduct; (4) Referrer’s violation of applicable law; and/or (5) Referrer s infringement of intellectual property rights of a third party.

3. Indemnification Procedure. When seeking indemnification pursuant to this Agreement, the party seeking indemnification shall (1) promptly notify the indemnifying party in writing of the Claim provided that any failure or delay to provide such notice shall not affect a party’s obligation to indemnify to the extent the indemnifying party is materially prejudiced by such failure or delay

(2) give the indemnifying party reasonable information and cooperation required to defend such suit, claim or proceeding, and (3) allow the indemnifying party to control the defense of any such Claim and all negotiations for its settlement or compromise; provided, however, the indemnifying party shall not settle any claim without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed. The indemnified party may be represented in the defense of any such claim, at the indemnified party’s expense, by counsel of its selection. The indemnified party shall have no liability for settlements made or costs incurred without its consent. The absence of insurance shall not diminish any responsibility of either party’s obligation to indemnify under the Agreement.

15. GENERAL PROVISIONS 

1. Governing Law and Jury  Trial Waiver. The Agreement shall be governed by and construed in accordance with the laws of (i) the United States of America and the State of Alabama. The state and federal courts located in Lee County, Alabama shall have exclusive jurisdiction to adjudicate any dispute arising out of the Agreement THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, ARISING OUT OF THIS AGREEMENT

2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof.
3. Amendment. This Agreement may only be amended by a written instrument signed by both Parties.
4. Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.
5. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
6. Force Majeure. Neither Party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, or government action.

8. Notices. Except as set out in this Agreement, notices to Referrer under this Agreement must be in writing and will be deemed received (a) immediately upon  delivery as set forth below, (b) the business day following delivery via nationally-recognized overnight courier service, or (c) the third business day after it is sent to either the email address for Referrer that is on file with the Company. Any notices to Company shall be deemed effective upon receipt and must be delivered by sending by (i) certified US mail, return receipt requested, or (ii) by overnight courier  to Legal Department –Fullsteam Software Holdings LLC DBA Automaid, 540 Devall Drive, Suite 301, Auburn AL 36832, Attn: General Counsel; in either case with an Email to: Legal@fullsteam.com. Referrer may update their contact information for notice by providing notice to Company. Company may also send operational notices to Referrer electronically. All notices under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a Party may designate in writing:

9. Survival. Any provision of this Agreement which contemplates performance or observance subsequent to its termination or expiration, either explicitly or by its nature, shall continue in full force and effect.
10. Antibribery and Kickbacks. Referrer has not received or been offered any bribe, kickback, illegal or improper payment, gift, or thing of value from any Company personnel or agents in connection with the Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. If Referrer becomes aware of any violation of the above restriction, Referrer will promptly notify Company.

12. CLASS  ACTION  WAIVER.  THIS  SECTION  CONTAINS  A  BINDING  CLASS ACTION  WAIVER.  IT  AFFECTS  YOUR  RIGHTS  ABOUT  HOW  TO  RESOLVE  ANY DISPUTE WITH US. 

To the extent permitted by applicable law (“Excluded Disputes”), Referrer may only bring any claims related to this Agreement in court or arbitration on its own behalf and not on a class or collective basis on behalf of others. Referrer agrees that it will not participate in any class or collective action or as a member of any such class or collective proceeding for any claims related to or arising out of covered this Agreement. Referrer also agrees not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another  person’s  account,  if  we  are  a  party  to  the  proceeding.  YOU  AGREE  THAT  YOU VOLUNTARILY, KNOWINGLY, AND INTELLIGENTLY WAIVE ANY RIGHT YOU MAY HAVE  TO  BRING  OR  OTHERWISE  PARTICIPATE  WITH  OTHER  PERSONS  IN  ANY CLASS,  COLLECTIVE,  CONSOLIDATED  ACTION  OR  REPRESENTATIVE  ACTION UNDER  ANY  FEDERAL,  STATE  OR  LOCAL  LAW  OR  STATUTE  TO  THE  FULLEST EXTENT PERMITTED BY LAW. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this provision. You must use this address to opt out: legal@fullsteam.com You must include your name and residence address, the email address you use for your account with us, and a clear statement that you want to opt out. If and to the extent the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then such preceding language in this section will be null and void.

13. NON-SOLICITATION. During the Term of this Agreement and for a period of twelve

(12) months thereafter, Referrer shall not, directly or indirectly, in any manner solicit or induce for employment any person who performed any work under this Agreement on behalf of Company or its affiliates who is in the employment of the Company or its affiliates. Referrer agrees to pay Company as liquidated damages an amount equal to 50% of the annual salary of an employee solicited and hired from Company or its affiliates, unless the parties mutually agree to another amount.  

15.14.Updates to Agreement. Company reserves the right to revise and update the terms of this Agreement at any time with or without notice. All revisions and updates are effective immediately when posted to the Site as indicated in the “Last Updated” date above and apply to all access and use of the Company Platform and Company Services thereafter. Referrer agrees to review the latest version of the Agreement on the Site periodically to remain aware of any modifications to the Agreement. Any use of the Company Platform after any revisions or updates will constitute acceptance by Referrer of such changes. We may update the functionality, content, method, provision or integration methods of the Company Platform from time-to-time and note the Company Platform content is not necessarily complete or up-to-date. Any of the material on Company Platform may be out of date at any given time, and we are under no obligation to update such material. Company shall not be liable to Referrer or to any third party for any modification, price change, suspension or discontinuation of the Company Platform.

16. PROHIBITIONS
    Under no circumstances you modify, decompile, reverse compile, disassemble, reverse engineer, decrypt, or otherwise seek to recreate the source code of the Company Platform or Company Services, modify or adapt the Company Platform or Company Services in any way, use the Company Platform or Company Services to create a derivative work, or grant any other person or entity the right or access to do so, without the Company’s advance written consent. Except as expressly authorized by this Agreement, and without limiting the foregoing, you  represent and warrant that you will not (a) modify, copy, duplicate, reproduce, unbundle, license, sublicense, sell, assign, transfer, display, distribute, lend, rent, lease, sublease, or make available the Company Platform or Company Services or any portion thereof to any third party; (b) provide, transmit, disclose, divulge, or make available to, or permit use of the Company Platform or Company Services by, any third party or entity or machine; (c) use the Company Platform or Company Services in a service bureau, out-sourcing or other arrangement to process or administer data on behalf of any third party; (d) publish, post, upload, or otherwise transmit any unlawful, false, offensive, defamatory, or infringing data or any data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any systems, data, personal information, or property of another; (e) use or knowingly permit the use of any security testing tools in order to prove, scan, or attempt to penetrate or ascertain the security of Company or the Company Platform or Company Services without the prior written consent of Company; (f) attempt to gain any unauthorized access to the Company Platform or Company Services or Company customer data or attempt any unauthorized alteration or modification thereof; (g) use or launch, or knowingly permit the use or launch of, any automated system, including, without limitation, “robots,” “spiders,” or “offline readers,” that access the Company Platform or Company Services; or (h) use the Company Platform or Company Services or the information contained therein in violation of any applicable law or regulation.