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 

1.1.    “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.

1.2.    “Customer” means
any individual or entity that purchases Company’s Services and maintains an
active, paid account with Company for the Company’s Services.

1.3.    “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.

1.4.    “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.

1.5.    “Revenue
Share” means the percentage of Net Revenue that Company will pay to
Referrer for each Qualified Referral as set forth in Section 5.

1.6.    “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.

1.7.    Tracking
System” means Company’s proprietary system for tracking clicks,
sign-ups, and conversions.

2.REFERRAL PROGRAM OVERVIEW 

2.1.    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.

2.2.    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.

2.3.    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.

2.4.    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.

2.5.    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.

2.6.    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.

2.7.    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 

4.1.   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.

4.2.   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.

4.3.   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 

5.1.   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.

5.2.   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.

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 

6.1.   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.

6.2.   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 

7. 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.

7. 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.

7. 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.

7. 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.

8. INTELLECTUAL PROPERTY AND MARKETING MATERIALS 

8.1.   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.

8.2.   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.

8.3.   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.

9.COMPLIANCE AND LEGAL REQUIREMENTS 

9.1. 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.

9.2. 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.”

9.3. 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.

10. CONFIDENTIALITY 

10.1.    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.  

10.2.    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.

10.3.    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. 

10.4.    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.

10.5.    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).

11. TERM AND TERMINATION 

11. 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.

11. 2.   Termination for
Convenience. Company may terminate this Agreement at any time with thirty
(30) days’ written notice to the Referrer.

11. 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.

11. 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.

12. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY 

12. 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.  

12. 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.

13. INDEMNIFICATION 

13. 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 the Company’s gross negligent or
willful misconduct as it relates to the performance of this Agreement.

13. 1.   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.

13. 1.   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.

14. GENERAL PROVISIONS 

14. 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

14. 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.

14. 3.       Amendment. This
Agreement may only be amended by a written instrument signed by both Parties.

14. 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.

14. 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.

14. 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.

14. 7.       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:

14. 8.       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.

14. 9.       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.

14. 10.   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: mailto: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.

14. 11.   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.  

14. 12.   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.

15. 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.

EXHIBIT A 

Automaid Software Customer Referral Form 

Referral Partner Company Full Legal Name: 

Referral Partner Company Representative Name and Job Title: Referred Company Full Legal Name: 

Referred Company Website: 

Referred Company Representative First Name: 

Referred Company Representative Last Name: 

Referred Company Representative Job Title: 

Referred Company Representative Email Address: Referred Company Representative Direct Phone Number; 

Please submit this form to Automaid by emailing FSGReferralPartners@fullsteam.com.  

BY SUBMITTING THIS FORM TO AUTOMAID, I REPRESENT AND WARRANT THAT THE REFFERRED COMPANY AND REFERRED COMPANY REPRESENTATIVE HAVE AUTHORIZED AND CONSENTED FOR  ME TO PROVIDE AUTOMAID THE PERSONAL INFORMATION SET FORTH IN THIS FORM.