‍

This Localist Referral Program Agreement ("Agreement") sets forth the terms and conditions of YOUR ("Licensee") use of the referral opportunities offered by Localist Corp. ("Localist").

‍

WHEREAS, Localist through its hosted white-label events platform provides a comprehensive solution for businesses that integrate calendar, room scheduling and marketing and communications capabilities. The white-label events platform provides an interactive calendar for users, and offers valued-added application services that include: (1) Automated newsletters; (2) Automated event collection and curation; (3) Event management tools; (4) Location-based venue directories; and (5) Reporting capabilities; and

‍

WHEREAS, each party, having extensive experience, business relationships, and network contacts within its industry stands in a position to act as a strategic partner with the other party as more fully described herein, and

WHEREAS, Licensee and Localist have agreed to form a strategic alliance according to the terms herein and any Schedules attached hereto, which will mutually benefit both parties.

‍

THE PARTIES NOW THEREFORE AGREE AS FOLLOWS:

‍

‍

Section 1

Agreement

1. Referrals. The Parties agree to comply with the general terms and conditions set forth below and toengage in the activities set forth in the applicable Schedule(s) attached hereto.
2. Term of Agreement. The initial term of this Agreement will be one (1) year from the Effective Date. This Agreement shall automatically renew for additional one (1) year terms, unless either party provides the other with written notice of its intent to terminate the Agreement.

‍

Section 2

Confidentiality

1. Disclosure and Protection. From time to time either Party may disclose (the “Disclosing Party”) or
   make available to the other Party (the “Receiving Party”), whether orally or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, vendors, customers, products or services and those of its related corporate entities in connection with this Agreement (collectively “Confidential Information”). Examples of Confidential Information include, but are not limited to, a Partyʼs customer lists, market analyses, market projections, consulting and sales methods and techniques, expansion plans, personnel information, programs, program decks, operating systems, and any other information which is information either identified as being confidential information or which is information that a reasonable business person would understand to be confidential information. Each Party agrees that during the term of this Agreement and thereafter: (i) it will use Confidential Information belonging to the Disclosing Party solely for the purpose(s) for which such material or information was provided and for no other purpose whatsoever; and (ii) it will take all reasonable precautions to ensure that it does not disclose Confidential Information belonging to the Disclosing Party to any third party (other than the Receiving Partyʼs employees and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining the Disclosing Partyʼs written consent. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. The Receiving Party shall be responsible for any breach of this Section by its employees, representatives, and agents.
2. Exceptions. Information shall not be deemed to be Confidential Information, and a Party shall have no obligation with respect to any such information, which:
   a. is or falls into the public domain through no wrongful act or negligence of either Party;
   b. is rightfully received from a third party without restriction and without breach of the Agreement
   c. is approved for release by written authorization of an officer of either Party; or
   d. is already in the other Partyʼs possession from a source other than Localist as evidenced by its records and is not the subject of a separate non-disclosure agreement.
3. Government Request/Subpoena. Nothing contained in the above exceptions shall permit a Receiving Party to disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law unless and until notice of such disclosure has been given to the Disclosing Party prior to disclosure and the Receiving Party has used reasonable efforts to receive confidential or protected status for the Confidential Information.
4. Termination. Upon termination of this Agreement by either Party for any reason, each Party shall, within twenty (20) days of a written request, return any and all tangible materials containing Confidential Information of the other Party. Following termination of this Agreement, the Parties shall remain obligated not to use, reproduce, disclose or provide such items or information to third parties with the prior written permission of the other Party.
5. This Agreement. Both Parties agree that the terms and conditions of this Agreement shall be treated as Confidential Information.

‍

Section 3

Mutual Non-Solicitation

Each Party will not solicit the engagement and/or employment of the services of any of the employees and/or contractors of the other Party (either directly or through agents), without written permission of the other Party, during the term of this Agreement and any extension thereof and continuing for a period of one (1) year following its expiration or termination.

‍

‍

Section 4

Trademark License

Subject to the terms and conditions of this Agreement, each Party (“Mark Owner”) hereby grants the other Party (“Mark Licensee), a non-exclusive, nontransferable, royalty-free, worldwide license to use its Marks, solely during the term of this Agreement as necessary to perform the marketing and promotional obligations described herein. Any use of the other Partyʼs Marks shall be subject to the Mark Ownerʼs right to review and approve or reject in advance each proposed use of the Mark, and shall conform with any trademark usage guidelines, polices, or requirements provided by the owner of the Mark. Any rights not expressly licensed herein are reserved by the Mark Owner, and all use by the Mark Licensee shall accrue to the benefit of the Mark Owner. The Mark Licensee will not take any action that would conflict with or be contrary to the Mark Ownerʼs rights and interest in its Marks. Nothing contained herein shall be deemed to grant either party any right, title or interest in or to the otherʼs Marks other than the license granted herein. As between the parties, Localist acknowledges that Licensee is the sole and exclusive owner of the Licensee Marks, and Licensee acknowledges that Localist is the sole and exclusive owner of its Marks.

‍

‍

Section 5

Nonexclusive 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 Licensee establishes a Creditable Lead with Localist, it will not refer a direct competitor of Localist to such Creditable Lead.

‍

‍

Section 6

Publicity

1. Localist will determine in its sole discretion whether a press release announcing the establishment of the Partiesʼ relationship is warranted. Licensee will reasonably cooperate with Localist as necessary to effectuate any such press release.
2. Localist shall have sole authority to approve any and all press releases, announcements, marketing materials mentioning or referring to Localist. Licensee shall have sole authority to approve the use of its name in any marketing or other materials submitted to any analyst or public source in connection with this Agreement. Neither Party shall unreasonably withhold its approval.

‍

Section 7

Termination

1. In The Event of Breach. Either Party may terminate this Agreement upon thirty (30) days written
   notice to the other Party in the event of a breach of any provision of this Agreement by the other
   Party, provided that, during the thirty (30) day period, the breaching Party fails to cure such breach.
2. Bankruptcy. Either Party may terminate this Agreement if the other Party becomes insolvent, makes
   any assignment for the benefit of creditors, goes to liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise, or seeks the protection of, or has a proceeding instituted against it, under the bankruptcy code, or any similar statute.
3. Convenience. Either party may terminate this Agreement upon giving thirty (30) days written notice to the other Party.
4. Warranties. The Parties mutually warrant that each is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the State of its incorporation or domicile and has the full and unrestricted power and authority to execute and deliver the Agreement and to carry out the transactions contemplated hereby. Licensee warrants that its agreement to this Agreement and the performance of any work and delivery of any services will not conflict with or violate any commitment, agreement or understanding Licensee has or will have with any other person or entity and there is nothing that will prevent Licensee from performing its obligations under the terms and conditions imposed on it by the Agreement. The Parties represent and warrant that the Agreement has been duly authorized and constitutes a valid obligation, binding and enforceable in accordance with the terms hereof.

‍

‍

Section 8

Limitations of Liability

EXCEPT FOR BREACHES OF SECTIONS 2 (CONFIDENTIALITY), AND 4 (TRADEMARK LICENSE), NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR BREACHES OF SECTIONS 2

(CONFIDENTIALITY) OR 4 (TRADEMARK LICENSE), IN NO EVENT WILL EITHER PARTYʼS LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE PAYMENTS PAID BY Localist TO PARTNER DURING THE PRECEDING TWELVE MONTHS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

‍

‍

Section 9

Disclaimer of Warranties

EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

‍

‍

SECTION 10

Miscellaneous Provisions

1. Independent Contractor. This Agreement does not create any joint venture, partnership, agency, or
   employment relationship between the Parties. Licensee and Localist are independent contractors with respect to one another under the terms of this Agreement. Neither Party shall have the authority to legally bind the other Party to any contract, proposal, or commitment or to incur any debt or create any liability on behalf of the other.
2. Force Majeure. Neither Party shall be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, criminal acts of third parties, and any payment date or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event.
3. Notice. The Parties agree that all notices that may or must be given under the provisions of this Agreement shall be delivered by email or facsimile or by hand-delivery. Notices to Localist shall be directed to info@localist.com. Notices to Licensee shall be directed to the contact information provided by Licensee to Localist. All notices shall be effective the next business day after sending.
4. Assignment. This Agreement shall inure to the benefit of and bind the Parties hereto, their successors and assigns, but neither Party may assign this Agreement without written consent of the other, except such consent is not required to assign this Agreement to a related entitiy or to the successor of all or substantially all of the assignorʼs business or assets to which this Agreement relates.
5. Headings. The headings of the Sections of this Agreement are intended for convenience only, and will not affect the intent, scope, or meaning of any provision of this Agreement.
6. Governing Law. This Agreement shall be governed in accordance with the laws of the State of California and any controlling U.S. federal law. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Montgomery County Maryland.
7. Integration. This Agreement (and any Schedules or Exhibits hereto) represent the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior discussions and/or agreements between the Parties and is intended to be the final expression of their Agreement. It shall not be modified or amended except in writing signed by both Parties. In the event of an express conflict between the terms of this Agreement and the terms of any Schedule or Exhibit, the verbiage of this Agreement controls. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall not modify or amend any other agreement between Localist and Licensee with respect to the subject matter of such other agreement.

‍

‍

SECTION 11

Defined Terms

1. “Confidential Information” has the meaning set forth in Section 7.1 of this Agreement.
2. “Marks” shall mean the service marks, trade marks, trade names, logos, and trade dress of a Party.
3. “Party” or “Parties” shall mean Localist and/or Licensee.
4. “YOUR” shall mean the person or business entity that reviews and agrees to the terms and conditions
   of this Agreement.
   ‍

ATTENTION! THE PRECEDING TERMS AND CONDITIONS WILL BE LEGALLY BINDING UPON SIGNING BELOW. YOU SHOULD CAREFULLY READ THE PRECEDING AGREEMENT GOVERNING THE LOCALIST REFERRAL PROGRAM BEFORE SIGNING. BY SIGNING, YOU ARE REPRESENTING THAT YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY (OR OTHER LEGAL ENTITY).

‍

Localistʼs Obligations Upon Lead Referral

1. Localist hereby authorizes Licensee to refer Leads to Localist in exchange for the remuneration listed in Section 2.3.

1. Localist shall upon submission of a Lead Email from Licensee promptly review the Lead Email to determine whether to accept the Lead as creditable under Section 1 above, or reject the Lead under Section 2 above, or other commercially reasonable reason as determined by Localist.
2. Localist will make commercially reasonable efforts to notify Licensee within thirty (30) business days (“Notification Date”) of receipt of the Lead Email and as to whether the lead submitted by Licensee to Localist is creditable under Section 1 above.
3. Upon acceptance of a Lead as creditable, Localist shall be solely responsible for all costs associated with the sale of a subscription to said Lead.

Mutual Obligations Re: Lead Development/Sale

1. Each Party will cooperate with the other to develop and execute a strategy to best serve the needs of the Creditable Lead, including how the Parties will work separately or together, if at all, regarding the Lead.
2. Each Party will, upon request of the other Party, provide the other with all non-confidential information it has regarding a Lead in order to assist the other party in (i) verifying the eligibility of the Lead as creditable; and/or (ii) successfully soliciting the Lead to purchase Localist products.
3. Each Party will, upon request of the other Party, in its reasonable discretion, provide the other Party with information regarding its services and/or products. Such information shall include sales and marketing materials and informal training. Any training provided under this Section shall be conducted at mutually agreed times and places and shall be conducted in accordance with the training Partyʼs discretion.
4. Licensee Activities. Licensee agrees to comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use or promotion of Localistʼs products and Services, including without limitation those related to privacy, electronic communications, and anti-spam legislation. Licensee will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (including rights of publicity and privacy) without first obtaining the permission of the owner of such rights. Licensee will not in any way express or imply that any opinions contained in Licenseeʼs promotional activities are endorsed by Localist, unless such promotional activities have in advance been endorsed in writing by Localist. Neither Licensee, nor someone acting for Licensee, will solicit any persons or entities which Licensee knows to be (or should reasonably know to be) a Localist customer for any purpose, except for the purpose of promoting products and services not provided by Localist. Licensee shall not scan Localistʼs web site, purchase Localistʼs keywords, or otherwise engage in activities which interfere in Localistʼs relationships with its customers. Licensee agrees not to engage in conduct or activities which diminish or otherwise damage the reputation or goodwill of Localist, its products and Services, or its intellectual property rights.

Service Credit

1. Credit Application. Subject to the requirements of Section 1 above, Localist will provide Licensee
2. with a service credit as determined by the schedule set forth in Section 3 for each Creditable Lead referred by Licensee to Localist in compliance with the requirements of Section 1 above that enters into a Subscription Services Agreement with Localist.
3. Credit Timing. The first credit under this Section 2 shall be applied to Licenseeʼs billing cycle following the quarter in which Localist receives the first payment of any Subscription fees from a Creditable Lead.
4. Credit Formula. Localist will compensate Licensee with a one-time credit equal to ten (10%) percent of the total amount of the first yearsʼ license or subscription fees received by Localist as set forth in the Localist Subscription Services Agreement between Localist and the Creditable Lead as of the Effective Date of any such Subscription Services Agreement. In the case in which a Creditable Lead pays Localist monthly or quarterly, Localist will compensate the Licensee by matching the payment schedule of the Licensee for one year. No credits will be paid to Licensee for upsells, renewals, professional services, support services, training services or third party software products purchased by the Creditable Lead under the Subscription Services Agreement or any other agreement between such Creditable Lead and Localist.

Marketing

1. Localist hereby authorizes Licensee to include in its marketing or product distributions, marketing materials about Localistʼs products, which Localist has prepared and provided to Licensee for this purpose. Licensee shall not alter modify or otherwise change any material provided to it by Localist.
2. At Localistʼs request, Licensee will participate in joint marketing campaigns to promote use of Localistʼs products. Such campaigns may include, but shall not be limited to: (1) prominent promotion on Licenseeʼs Website; (2) hyperlinking Websites; (3) Localist training of Licenseeʼs sales team (4) emails to Licenseeʼs customers and/or (5) joint press releases.
3. Licensee will assist Localist in identifying and obtaining customer success stories for use by Localist in its marketing and public relations materials.
4. Licensee will take all commercially reasonable steps to ensure that the goodwill and reputation of Localist is preserved and protected, and Licensee will refrain from any conduct which will cast Localist in a negative light or otherwise damage its customer goodwill and reputation.
5. Reservation of Rights. Localist holds and retains all worldwide right, title and interest in and to its Marks and Localistʼs promotional materials, and all use of the Localist Marks and Localist promotional materials by Licensee will inure to the benefit of Localist. Further, Licensee will (i) not assert any ownership interests in or contest the validity of the Localist Marks; (ii) comply with written guidelines that Localist may provide to Licensee from time to time; (iii) not, at any time during the term of this Agreement, register or cause to be registered the Localist Marks or any trademarks, marks or trade names confusingly similar to the Localist Marks; and (iv) not use the Localist Marks in any manner that is likely to cause confusion, mistake, or deception. Licensee will reproduce all copyright, trademark and other notices on any copies of the Localist promotional materials created or distributed by Licensee.

Localistʼs Right to Change Terms and Conditions

Localist may change the terms and conditions of its Referral Program, as set forth in this Schedule A at any time and in its sole discretion. No such change shall affect Localistʼs obligation to pay Licensee credits for Leads provided to Localist prior to the effective date of any change. Licenseeʼs continued participation in Localistʼs Referral Licensee Program following the effective date of any change shall be deemed Licenseeʼs acceptance of such new term(s) and/or condition(s), and shall be binding on Licensee, provided that Localist has given Licensee written notice of such changed terms and conditions in accordance with the notice provisions of this Agreement.

Effect of Termination on Service Credits

1. For Convenience: Upon termination of this Agreement in accordance with Section 1.3 of the
2. Agreement, any credits earned and/or due to Licensee from Localist shall be paid to Licensee in
3. accordance with Section 2 of this Schedule A.
4. For Cause: Upon termination of this Agreement by Localist in accordance with Section 1 of the
5. Agreement, in the event that Licensee has referred to Localist a Creditable Lead prior to Localistʼs termination of this Agreement for breach or other cause, Localist shall pay Licensee in accordance with Section 2 of this Schedule A but only for Leads provided to Localist that have become customers in the thirty (30) day period immediately preceding termination and Creditable Leads for which outstanding credits are due.
6. For Bankruptcy: Upon termination of this Agreement by Localist in accordance with Section 2 of this Agreement, Localist shall have no obligation to pay Licensee any credit as of the date of the termination.

Reporting

1. Localist will provide Licensee with a quarterly Lead status report in Excel format within thirty (30) days after the end of each calendar quarter during which Licensee has submitted five or more Leads. Alternately, Localist may provide the Licensee with access to an online system which allows the Licensee to view and download reports with information regarding the status of referred Leads. Reports or online access will provide a minimum of the following information:

1. List of all Leads that have been referred by Licensee within the last 365 days including company name, status and date of referral
2. List of all opportunities generated from Creditable Leads referred by Licensee including company name, status, date of referral and projected year one revenue
3. List of all customers generated from Creditable Leads referred by Licensee including company name, status, date of referral, date of sale and creditable revenue earned from customer to date

Defined Terms

1. “Actively Participate” shall mean Licenseeʼs active engagement in the introduction of a Lead to Localist through an in-person introduction; or a telephone introduction; or through a joint sales call (email introductions shall not qualify), and will include Licenseeʼs continued support of Localist through the sales process when requested by Localist.
2. “Creditable Lead” shall mean a Lead for which Licensee is eligible under Section 3.1.2. herein to be paid a credit because said Lead has become a customer of Localist by executing a Localist Subscription Services Agreement for use of the Localist Service.
3. “Localist Lead Form” or “Lead Email” shall mean a standard form generated by Localist (and available online via a link provided to Licensee by Localist) to be used by Licensee to identify a referred Lead for purposes of qualifying the Lead as a Creditable Lead.
4. “Notification Date” shall mean the date that Localist notifies Licensee that it has accepted Licenseeʼs Lead as a Creditable Lead.
5. “Lead” shall mean a potential or prospective customer identified by Licensee.
6. “Service” shall mean the online business application known as Localist Platform, or similar or
7. successor product, which Localist makes available for subscription by customers.
8. “Territory” shall mean the industry and/or geography from which Licensee refers Localist Leads, and
9. which shall be determined in Localistʼs sole discretion, whose description is as follows: NORTH AMERICA.

‍