REFERRAL AGREEMENT

This Referral Agreement (this “Agreement”) is effective upon the emailed acceptance of the Partner Submission form by Bigfork Technologies, LLC (“Effective Date”) between Partner as identified on the Submission Form (“Partner”) and Bigfork Technologies, LLC (“Bigfork Tech”).

By clicking on “I Accept” and/or submitting your Partner Submission Form, You agree to these terms and conditions.

WHEREAS, Bigfork Tech provides collaboration and project management software and related consulting and professional service (the “Services”); and

WHEREAS, Partner may from time to time introduce new business leads or prospective clients (collectively or individually “Client(s)”) to Bigfork Tech for the purpose of engaging Bigfork Tech for Services; and

WHEREAS, Partner and Bigfork Tech have agreed, subject to the terms hereof, that Bigfork Tech will pay Partner certain fees with respect to each such Client who engages Bigfork Tech after the introduction by Partner.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Partner and Bigfork Tech hereby agree as follows:

1. Partner Program: Upon submission and acceptance of a Partner Submission Form via Bigfork Tech’s website, Bigfork Tech will send to Partner an email that will include the Partner Code assigned to Partner and marketing information about the services offered by Bigfork Tech.
2. Subject to this Agreement, Partner may use Bigfork Tech’s name, logo and provided marketing materials to market and promote Bigfork Tech services to it’s customer base. Partner shall not make statements or representations about the capabilities of Bigfork Tech’s services that are not included in the marketing materials without prior approval in writing from Bigfork Tech.
3. Acceptance: Partner may from time to time, at its sole option, introduce Clients to Bigfork Tech for the purpose of determining whether the Client may wish to engage Bigfork Tech to perform services. Nothing in this Agreement will be interpreted as obligating Partner to introduce any Clients to Bigfork Tech or obligating Bigfork Tech to enter into an Agreement with any Clients introduced by Partner.
4. Referral Fees: Bigfork Tech agrees to pay Partner certain fees as set forth below (the “Fees”), subject to all of the following conditions precedent:
   1. Client identifies Partner as its referral source through use of the Partner code assigned to Partner in the Acceptance email;
   2. Client has not previously discussed capabilities or services with Bigfork Tech;
   3. Following Partner’s introduction of a Client to Bigfork Tech, such Client engages Bigfork Tech to perform services on its behalf within three (3) months after such introduction (the “Conditions Precedent”) for ALOE Enterprise and related services, or Client has subscribed to ALOE Primary, ALOE Premium or ALOE Back to School for three (3) successive months; and
   4. Client has paid all outstanding invoices due to Bigfork Tech in full.

When all Conditions Precedent exist, Bigfork Tech will pay Fees to Partner in accordance with the following schedule:

1. Schedule of Fees:
   For any order (each an “Order”) that results from Partner’s introduction that is signed by Client within three months of the introduction, Bigfork Tech will pay fees to Partner in the amount identified in the table below:

5. Payment: For all months in which fees owed exceed $25.00, Bigfork Tech will, within 14 days of the first business day of each proceeding month, issue a check or bank transfer to Partner for payment of the Fees owed for the Gross Revenue collected from each Client in the preceding month. Partner may, but will not be required to, issue an invoice to Bigfork Tech. For months in which fees owed do not exceed $25.00, fees will accumulate for up to one (1) year until the cumulative total owed exceeds $25.00. If the cumulative fees after one (1) year do not exceed $25.00, Partner waives the right to such fees.
6. Records: Bigfork Tech agrees to inform Partner in writing as to when and whether Bigfork Tech has engaged a Client, promptly following the commencement of such engagement.
7. Compliance with Applicable Law: The parties will comply with all applicable laws, regulations and ordinances as they relate to this Agreement.
8. Relationship Between Parties: This Agreement will not be deemed to create an exclusive dealing relationship. Either party may enter into referral agreements with any other parties without notice to or consent of the other party to this Agreement. Partner has not made any representations as to the volume or number of Clients it may introduce to Bigfork Tech. Partner is not obligated to refer any Clients to Bigfork Tech. The parties acknowledge that nothing in this Agreement will be construed as (a) the formation of a partnership or joint venture between Partner and Bigfork Tech; (b) the creation of a trust or similar fiduciary relationship between Partner and Bigfork Tech; or (c) any employer-employee relationship between Partner and Bigfork Tech. Neither party in this Agreement is authorized to make any contracts, representations, warranties or commitments on behalf of the other party and both parties agree that they will not do so or purport to be authorized to do so.
9. Use of Trademarks/Names: Partner may make use of Bigfork Tech’s trademarks or other intellectual property for the sole purpose of promoting Bigfork Tech’s services. It is expressly understood that this Agreement does not grant Partner any interest in Bigfork Tech’s trademarks or any other intellectual property rights.
10. No Reliance/Indemnity: Bigfork Tech acknowledges and asserts that: (i) it is capable of determining for itself the feasibility of performing services for Clients introduced by Partner, and (ii) it will not consider or rely on any statement, opinion, fact, representation or other communication from Partner with respect to the creditworthiness or other attributes of any referred Client whatsoever in entering into arrangements contemplated herein.

Bigfork Tech agrees that it will indemnify and hold harmless Partner and its affiliates, and each of their directors, officers, employees and agents, with respect to any and all losses, claims, demands, liabilities, costs, and expenses that any of such parties or any such persons may suffer as a result of the performance or non-performance of services by Bigfork Tech to Clients.

Partner agrees that it will indemnify and hold harmless Bigfork Tech and its affiliates, and each of their directors, officers, employees and agents, with respect to any and all losses, claims, demands, liabilities, costs, and expenses that any of such parties or any such persons may suffer as a result of any breach of this Agreement by Partner, or the misrepresentation of services by Partner to Clients.

Bigfork Tech will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement. Further, a Bigfork Tech’s aggregate liability arising with respect to this Agreement will in no event exceed the total Referral Fees paid to Partner under this Agreement.

11. Good Faith: Each party will act in good faith and engage in fair dealing when taking any action under or related to this Agreement, and will not do anything to hinder the rights of the other party.
12. Term: This Agreement will commence on the date hereof and will continue in full force and effect until terminated in writing by either party. Expiration or termination of this Agreement will not affect fees already earned by Partner under this Agreement. Sections 2, 4, 5, 6, 7, 9 and 10 will survive expiration of this Agreement.
13. Non-Solicitation: Each party acknowledges and asserts, during this agreement and for a period of one (1) year following termination, that it will not:
    1. Attempt in any manner to persuade current clients of the other party to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the other party; or
    2. Hire as an employee or retain as a consultant or in any other capacity any person who is an employee of or exclusive consultant to the other party, or persuade or attempt to persuade any employee of or exclusive consultant to the other party to leave the employ of the other party or to become hired as an employee or retained as a consultant by anyone other than the other party.
14. Governing Law: This Agreement will be governed by the laws of the state of Arizona, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in Israel and Bigfork Tech irrevocably consent to the jurisdiction of such courts.
15. Counterparts. This Agreement may be executed in multiple counterparts (including counterparts delivered in electronic format), each of which shall be deemed an original, but which individually or together shall constitute one and the same instrument.
16. Entire Agreement: This Agreement supersedes any agreement regarding referral fees of prior date between the parties and represents the entire agreement regarding referral fees between the parties.