CUSTOMER Referral Program

BY SUBMITTING THE REFERRAL FORM, YOU AGREE TO ALL THE TERMS SET FORTH IN THIS REFERRAL AGREEMENT, which is entered into by and between you and Catchpoint Systems, Inc., a Delaware corporation, with a mailing address at 150 W. 30th Street, Third Floor, New York, NY 10001 (“Catchpoint Systems”) as of date of submission (the “Submission Date”). In the event that any company for which you work or consult has a separately negotiated resale or referral agreement with Catchpoint Systems, that agreement will control the submission of this referral form and you will not receive any compensation hereunder.

1. Submission. Submission of this referral form does not guarantee payment of a referral fee. Catchpoint Systems reserves the right to reject referred prospects (each, a “Prospect”) in the event that: (a) Catchpoint Systems is not interested in working with the Prospect; (b) Catchpoint either has an existing relationship with the Prospect or is in active discussions with the Prospect to enter into a business relationship; or (c) you or a family member are employed by, consult for, advise, or otherwise have a business relationship with the Prospect, or if in Catchpoint Systems’ discretion a referral by you of the Prospect is otherwise improper. A “Qualified Referral” is defined as a Prospect with which: (w) you have a relationship (i.e., not from an email list, prospecting tool, or other mass marketing) and Catchpoint Systems does not have an existing relationship; (x) Catchpoint Systems is not in active discussions; (y) Catchpoint Systems wishes to arrange a meeting with the Prospect; and (z) Catchpoint Systems has subsequently met (whether in person, by telephone, by email or any other means), and the meeting has resulted in the execution of an agreement for Catchpoint Systems’ services (a “Service Agreement”) within four (4) months of the Submission Date. The parties acknowledge, however, that Catchpoint Systems shall have no obligation to do business with any Prospect. Employees of Catchpoint Systems are not eligible for referral fees hereunder.

2. Compensation. Under this Agreement, Catchpoint Systems agrees to pay you a fee for each Qualified Referral that results in a Service Agreement (the “Fee”). The Fee shall be five percent (5%) up to a maximum amount of $5,000 (or the equivalent in the relevant currency) of the gross revenues actually paid to Catchpoint Systems for the recurring license of Catchpoint Systems’ services to the Prospect under the Service Agreement during the initial twelve (12) months of such Service Agreement, less any taxes. The Fee expressly does not include professional services, hardware, any customization, any one-time set-up fees, or any integration fees. Catchpoint Systems shall pay the Fee accrued in each calendar quarter within thirty (30) days following the end of such calendar quarter. You must complete an ACH and W9 in order to receive Fee payment via wire transfer. In the event that both: (a) you cannot accept a reward payment in an individual capacity; and (b) your employer is an existing customer of Catchpoint Systems, a credit equivalent to the Fee calculated above may be offered to your employer at the time of renewal of your employer’s existing Service Agreement at Catchpoint Systems’ discretion. Credits offered by Catchpoint Systems cannot be converted back to a Fee, regardless of your employer’s current or future renewal status. The value of such credit shall not exceed the annual recurring revenue of your employer’s Service Agreement and no credit hereunder may be carried over to any future renewal. No Fee or credit shall be earned or paid unless this Agreement is in place prior to the execution date of the referred Service Agreement, unless Catchpoint Systems agrees otherwise in writing.

3. Marks. No license to use, display, or reference any of Catchpoint’s indicia, trademarks, service marks, trade names, logos, symbols and or brand names is granted to you under this Agreement.

4. Term and Termination. The term of this Agreement shall commence on the Submission Date, and continue in effect for a period of six (6) months, or until terminated by a party for any reason whatsoever by providing thirty (30) days’ written notice to the other party. A party may terminate this Agreement with cause in the event of a material breach of this Agreement by the other party, which breach remains substantially uncured within fifteen (15) days following receipt from the terminating party of a written notice of breach.

5. LIMITATION OF LIABILITY AND DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN TORT, CONTRACT OR UNDER ANY OTHER LEGAL THEORY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL LOSS OR DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EACH PARTY’S LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE AGGREGATE FEES PAID BY CATCHPOINT TO YOU UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE FIRST SUCH CLAIM AROSE.

6. Confidentiality. Each party may receive confidential information of the other party, including, without limitation, any information that is marked as “confidential” or should reasonably be understood to be confidential or proprietary to the disclosing party. The receiving party agrees that for the Term and thereafter, the receiving party will not disclose any confidential information of the disclosing party to any third party, nor use the Confidential Information for any purpose not permitted by this Agreement. The nondisclosure obligations set forth in this Section shall not apply to information that the receiving party can document is generally available to the public (other than through breach of this Agreement) or was already lawfully in the receiving party’s possession at the time of receipt of the information from the disclosing party. Notwithstanding the foregoing, the receiving party may disclose confidential information in response to a valid order by a court or other governmental body, as otherwise required by law or as necessary to establish the rights of either party under this Agreement, so long as prior to such disclosure, the receiving party provides the disclosing party with sufficient notice to permit the disclosing party the opportunity to seek a protective order, and in the absence of a protective order, the receiving party uses reasonable efforts to seek confidential treatment for the disclosed confidential information, and discloses only that portion of the confidential information that its counsel advises is legally required to be disclosed.

7. Miscellaneous. This Agreement shall be governed by the laws of the State of New York, United States of America, without regard to conflicts of law provisions, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts sitting in the State of New York, County of New York. No waiver, amendment or modification of any provision of this Agreement shall be effective unless it is in a document that expressly refers to this Agreement and is signed by both parties. The parties are separate and independent legal entities, and the relationship between the parties shall be that of independent contractors. It is expressly understood that the parties do not by this Agreement intend to form, nor shall this Agreement be construed to constitute, a partnership or joint venture between them. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby. By submission of the form, you agree to receive communications relating to this Agreement.