Referral Partner Agreement

Effective Date: May 1, 2024

This Referral Partner Agreement (“Agreement”) is entered on signed or acknowledged date (“Effective Date”) by Cinch Solutions, Inc., a Delaware corporation (“Cinch”), and accepting entity (“Partner”). Cinch and Partner may be referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, Cinch provides a variety of software and software-as-a-service products (further defined below);
WHEREAS, Partner desires to market and refer the Products in the Territory;
WHEREAS, the Parties desire to formalize their relationship under this Agreement for Partner to market and refer the Products.
NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the

Parties agree as follows:

1. CERTAIN DEFINITIONS

1.1    Certain capitalized terms used herein have the meanings set forth in Annex A to this Agreement. 

2. NON-EXCLUSIVITY; TERMS OF USE

2.1 Cinch hereby appoints Partner as a non-exclusive partner to market and refer the Products to Potential Customers. Nothing in this Agreement prohibits Cinch from appointing other referral partners, resellers, or distributors of the Products or from independently marketing and distributing the Products.

2.2 This Agreement incorporates the then-current terms of use set forth at https://cinch.io/terms/ (“Terms”). Partner acknowledges that Partner is subject to the Terms as incorporated into this Agreement.

3. MARKETING AND DISTRIBUTION PROCESS

3.1 Source. Partner and each Customer must obtain the Products directly from Cinch (upon written approval) or from a Cinch authorized distributor.

3.2 Marketing. Partner may send, distribute, or publish written materials in performance of this Agreement to market the Products. Partner shall, upon written request, produce all such materials to Cinch for Cinch’s review. Cinch may object, in writing and in Cinch’s sole discretion, to any such marketing materials and upon such objection Partner shall cease distribution of any such marketing materials until approved in writing by Cinch. Cinch may provide to Partner materials for performance of this Agreement which are intended for certain limited purposes. Partner shall use any such limited purpose materials solely for the express limited purpose(s) approved by Cinch.

3.3 Subscription to Customers. Upon the execution of a Customer Agreement, Cinch will grant a Subscription to the Products, or specified portions of the Products, to Customers.

3.4 Customer Agreement. Customers must execute a Customer Agreement with Cinch to receive access to a Subscription.

4. REVENUE; REFERRAL FEE; PAYMENT

4.1 Referral Fee. During each applicable Subscription Term, Cinch shall split all Revenue earned by Cinch from the monthly charge to each Customer as detailed on Exhibit A (“Referral Fee”). The Referral Fee is net of any reasonable and actual documented costs (including, but not limited to, any processing charges, credit card charges, or credits determined by Cinch in its sole discretion), and taxes associated with the generation of such revenue (“Revenue”). For the avoidance of doubt, Partner is only entitled to the Referral Fee for the Subscription Term applicable to each Customer.

4.2 Conditions. Any Subscription of the Products is only included under this Agreement for purposes of the Referral Fee if the applicable Customer (i) enters into a Customer Agreement, and (ii) actually pays Cinch the full associated contracted rate (whether that rate is recurring or one-time) for the Products in the applicable Subscription Term. If this Agreement is terminated prior to achievement of each condition set forth in the prior sentence, such Subscription of the Products is automatically deemed not to be included under this Agreement for purposes of the Referral Fee. For the avoidance of doubt, Cinch may have different contract billing periods with different Customers and in the event any Customer is late or delinquent on its current contracted rate for the applicable billing period to Cinch, no Referral Fee applicable to such Customer will be paid for any delinquent period until the applicable Revenue is actually received by Cinch. In addition, Revenue is subject to charge-back or recoupment by Cinch for doubtful accounts or if Cinch fails for any reason to receive payment in full on any Revenue. Reasons for charge-back may include but are not limited to the applicable Customer’s failure to pay, credit memos, refunds, discounts, awards, or allowances by Cinch, cancellation of a contract, retroactive reduction of the amount paid by the applicable Customer, initiation of legal action to collect money owed under a contract, or other default. A charge-back will reduce the Revenue levels used to determine any Referral Fee by the amount canceled, reduced, written off or owed.

4.3 Payments. Cinch shall make all payments of the Referral Fee net fifteen (15) days from the first (1st) day of each month for all Revenue collected by Cinch under a Customer Agreement during the prior calendar month.

5. PARTNER OBLIGATIONS

5.1 Conduct. Partner shall (a) not engage in any deceptive, misleading, illegal, or unethical practices; (b) not make any representations or warranties concerning the Products other than as approved in writing by Cinch; (c) conduct business in a manner that reflects favorably at all times on the good name, good will, and reputation of Cinch; (d) comply with all applicable privacy and confidential information disclosure law and regulations; (e) comply with all other applicable federal, state, and local laws and regulations; (f) not refer the Products to any Potential Customers who intend to filter, screen, manage, or censor Internet content for consumers without permission from the affected consumers and upon Cinch’s prior written consent (which consent Cinch may withhold in its absolute discretion); (g) not license or sublicense the Products; (h) not market or refer the Products to any Potential Customer residing in a territory sanctioned by the United States government.

5.2 Defense of Claims. Partner shall defend Cinch and its affiliates and their employees, directors, agents, and representatives (“Cinch Indemnified Parties”) from any actual or threatened third-party claim arising out of or based upon Partner’s performance of its obligations under this Agreement, negligence, or willful misconduct if: (a) the applicable Cinch Indemnified Party gives Partner prompt written notice of the claim; (b) Partner has full and complete control over the defense and settlement of the claim; (c) the applicable Cinch Indemnified Party provides assistance in connection with the defense and settlement of the claim as Partner may reasonably request; and (d) the applicable Cinch Indemnified Party complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).

5.3 Indemnification. Partner shall indemnify each of the Cinch Indemnified Parties against (a) all damages, costs, and attorney fees finally awarded against any of them in any proceeding under Section 5.3; (b) all out-of-pocket costs (including reasonable attorney fees) reasonably incurred by any of them in connection with the defense of such proceeding (other than attorney fees and costs incurred without Cinch’s consent after Cinch has accepted defense of such claim); and, (c) if any proceeding arising under Section 5.3 is settled, Partner will pay any amounts to any third party agreed to by Cinch in settlement of any such claims.

5.4 Expense of Doing Business. Partner will bear the entire cost, taxes, and expense of generating, collecting, and providing the Customer contact information and otherwise in connection with conducting its business in accordance with the terms of this Agreement.

5.5 Non-Compete. During the Term and for a period of twelve (12) months thereafter, Partner shall not: build, code, distribute, program, or otherwise create any product that directly or indirectly competes with Cinch.

5.6 Taxes. Unless otherwise required by law, Partner shall pay all applicable country, state, municipal, and other taxes including, without limitation, sales, use, value added, withholding and other taxes, and customs and import duties on Products, other than taxes based on Cinch’s net income.

5.7 Trade Sanctions and Export Control Laws. Partner shall comply with all trade sanctions and export control laws and regulation applicable to this Agreement, the Parties, or the transactions contemplated by this Agreement, including but not limited to all United States export control laws and regulations. Partner represents and warrants that is not located, organized, or ordinarily a resident in or acting on behalf of a country or territory that is the subject or the target of comprehensive U.S. sanctions.

5.8 Anti-Corruption Laws. Partner shall comply with all anti-corruption laws, including but not limited to, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and all other anti-bribery laws and regulations applicable to Partner or Cinch.

6. CINCH OBLIGATIONS

6.1 Technical Support. Cinch shall provide any Customer all reasonable technical support and assistance to ensure the Software operates according to reasonable commercial standards.

6.2 Keys. Upon receipt of an executed Order or Customer Agreement, Cinch will issue User Credentials to the Customer.

6.3 Defense of Claims. Cinch shall defend Partner and its affiliates and their employees, directors, agents, and representatives (“Partner Indemnified Parties”) from any actual or threatened third-party claim arising out of or based upon Cinch’s gross negligence or willful misconduct if: (a) the applicable Partner Indemnified Party gives Cinch prompt written notice of the claim; (b) Cinch has full and complete control over the defense and settlement of the claim; (c) the applicable Partner Indemnified Party provides assistance in connection with the defense and settlement of the claim as Cinch may reasonably request; and (d) the applicable Partner Indemnified Party complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).

6.4 Indemnification. Cinch shall indemnify each of the Partner Indemnified Parties against (a) all damages, costs, and attorney fees finally awarded against any of them in any proceeding under Section 6.3; (b) all out-of-pocket costs (including reasonable attorney fees) reasonably incurred by any of them in connection with the defense of such proceeding (other than attorney fees and costs incurred without Partner’s consent after Partner has accepted defense of such claim); and, (c) if any proceeding arising under Section 6.3 is settled, Cinch will pay any amounts to any third party agreed to by Partner in settlement of any such claims.

7. AUDIT

7.1 If Cinch in good faith has reason to believe that Partner has breached its covenants, warranties, undertakings or obligations under this Agreement, Cinch may audit such records, systems, and books (of account) of Partner for the purpose of verification, review, and investigation of the breach (“Audit”) in accordance with the following:

  • the Audit is conducted at Partner’s premises and will be conducted on business days during regular business hours;
  • Partner shall provide Cinch with all such information, data, cooperation, assistance, and access to systems, servers, books and records of accounts, documents, files and papers and information stored electronically as Cinch may reasonably request for the purpose of completing the Audit in duly and timely matter;
  • Cinch will use commercially reasonable efforts and cooperate with Partner in good faith to avoid and limit any disruption caused by such audits to Partner’s business and operations; and
  • Any information disclosed, made available or provided access to under or pursuant to an Audit is regarded as Partner’s Confidential Information.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Products. As between Cinch, Partner, and all Customers, Cinch is and will remain the sole and exclusive owner of all right, title, and interest in and to all intellectual property rights currently held or hereafter developed by Cinch, including but not limited to the Products, and any underlying intellectual property, including all software, design, code, build, materials, know-how, inventions, and other information or items included in the Products. Partner has no right, license, or authorization with respect to Cinch’s intellectual property, including the Products, except as expressly set forth in this Agreement. All other rights in and to Cinch’s intellectual property and the Products are expressly reserved by Cinch.

8.2 Partner Data. As between Cinch and Partner, Partner is and will remain the sole and exclusive owner of all right, title, and interest in and to any intellectual property currently held or hereafter developed by Partner.

8.3 Anonymized Data. Cinch owns all data converted into an aggregated, de-identified, or anonymized form through sale, distribution, use, or other utilization of the Products.

8.4 Cinch Trademarks. Subject to the provisions of this Agreement and only during the term of this Agreement, Partner may advertise the Products with Cinch’s trademarks, trade names, service marks, and logos of Cinch (“Cinch Trademarks”). Cinch may, in writing, object to the use of any modification or use by Partner of the Cinch Trademarks. Partner shall fully comply with all guidelines, if any, communicated by Cinch concerning the use of Cinch’s Trademarks. Cinch may modify any of Cinch’s Trademarks or substitute an alternative mark for any of Cinch’s Trademarks, upon thirty (30) days prior notice to Partner.

8.5 Use of Cinch Trademarks. Partner shall not alter or remove any of Cinch’s Trademarks or any other proprietary notice contained on or within the Products. Except as set forth in this Section, nothing contained in this Agreement will grant or will be deemed to grant to Partner any right, title, or interest in or to Cinch’s Trademarks. All uses of Cinch’s Trademarks and related goodwill will inure solely to Cinch and Partner will obtain no rights or goodwill with respect to any of Cinch’s Trademarks, other than as expressly set forth in this Agreement, and Partner irrevocably assigns to Cinch all such right, title, interest, and goodwill, if any, in any of Cinch’s Trademarks. At no time during or after the Term will Partner challenge or assist others to challenge Cinch’s Trademarks (except to the extent expressly required by applicable law) or the registration thereof or attempt to register any of Cinch’s Trademarks or marks or trade names that are confusingly similar to those of Cinch. Upon termination of this Agreement, Partner will immediately cease to use all Cinch’s Trademarks and any listing by Partner of Cinch’s name in any website, directory, public record, or elsewhere, must be removed by Partner as soon as possible, but in any event not later than the subsequent issue of such publication.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues for one (1) year unless earlier properly terminated (“Initial Term”). This Agreement will automatically renew for additional twelve (12) month terms (each a “Renewal Term”). The Initial Term and each Renewal Term are collectively the “Term.”

9.2 Termination for Convenience. Either Party may terminate this Agreement at any time upon thirty (30) days written notice to the other Party.

9.3 Termination for Cause. If Partner fails to perform any of its material obligations under this Agreement or becomes insolvent or bankrupt, Cinch may terminate this Agreement by giving prior written notice.

9.4 No Liability for Termination. Except as expressly required by law, if either Party terminates this Agreement in accordance with any of the provisions of this Agreement, neither Party will be liable to the other, because of such termination, for expenditures or commitments made in connection with this Agreement or damages caused by the loss of prospective profits or anticipated sales. Termination will not, however, relieve either Party of obligations incurred prior to the effective date of the termination.

9.5 Effects of Termination
(a) Upon termination, Cinch will only be responsible for paying any Referral Fee pursuant to Subscriptions accepted prior to the effective date of the termination. The obligation to pay any Referral Fee will continue only for the Term.
(b) In addition, any provisions that should be their nature survive termination do survive.

10. LIMITED WARRANTY AND DISCLAIMER

10.1 Limited Warranty. For the Subscription Term, Cinch warrants that the Products, including Software Upgrades, as used in accordance with the Documentation and the Customer Agreement, will operate in substantial conformance with the Documentation under normal use.

10.2 WARRANTY DISCLAIMER. UNLESS OTHERWISE SPECIFIED IN THE DOCUMENTATION OR ANY AGREEMENT, CINCH AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE PRODUCTS OR ANY MATTER WHATSOEVER AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, QUALITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. CINCH PROVIDES THE PRODUCTS “AS-IS” AND “AS AVAILABLE.” CINCH DOES NOT WARRANT THAT THE PRODUCTS ARE FREE OF DEFECTS, WILL SATISFY ANY CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR ANY OTHER SPECIFIC PURPOSE.

11. CONFIDENTIAL INFORMATION

11.1 Non-Use and Non-Disclosure. Each Party will (a) treat as confidential all Confidential Information of the other Party, (b) not disclose such Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section provided that the disclosing Party has obtained the written consent to such disclosure from the other Party, and (c) will not use such Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement. Each Party is permitted to disclose the other Party’s Confidential Information if required by law so long as the other Party is given prompt written notice of such requirement prior to disclosure and assistance in obtaining an order protecting such information from public disclosure.

11.2 Confidentiality of Agreement. Neither Party to this Agreement will disclose the terms of this Agreement to any third party without the consent of the other Party, except as required by securities or other applicable laws. Notwithstanding the above provisions, each Party may disclose the terms of this Agreement (a) in connection with the requirements of a public offering or securities filing, (b) in confidence, to accountants, banks, and financing sources and their advisors, (c) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement, or (d) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.

12. LIMITATION OF LIABILITY

12.1 Disclaimer of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, CINCH IS NOT, UNDER ANY CIRCUMSTANCES, LIABLE TO ANY THIRD PARTY, INCLUDING PARTNER, FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF SUCH PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

12.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL CINCH’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CINCH TO PARTNER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE FIRST CLAIM BROUGHT HEREUNDER (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).

12.3 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABLITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE REVENUE SPLIT OFFERED BY CINCH TO Partner AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

13. GENERAL

13.1 Independent Contractors. The relationship of the Parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either Party the power to (a) act as an agent or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each Party’s business are the sole responsibility of that Party.

13.2 Non-Assignability and Binding Effect. Neither Party may assign its rights and obligations under this Agreement without the written consent of the other Party, with the exception of any assignment pursuant to a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their successors and assigns.

13.3 Notices. Any notice required or permitted to be given under this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate Party at the Party’s then-current address and with the appropriate postage affixed. Either Party may change its address for receipt of notice by notice to the other Party in accordance with this Section. Notices are deemed given two (2) business days following the date of mailing or one business day following delivery to a courier. Notice may also be effectuated by email to an officer of either Party.

13.4 Force Majeure. Nonperformance of either Party will be excused to the extent that performance is rendered impossible by strike, fire, flood, pandemic, governmental acts, orders or restrictions, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within such Party’s possession or reasonable control, denial of service attacks, acts or omissions of vendors or suppliers, transportation and telecommunications difficulties, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing Party.

13.5 Governing Law and Litigation. Utah law governs this Agreement, without regard to its conflicts of laws rules. Venue and jurisdiction of any lawsuit involving this Agreement exists exclusively in the state and federal courts in Salt Lake City, Utah, unless either party seeks injunctive relief that, in that party’s reasonable and good faith judgment, would not be effective unless obtained in some other venue. The prevailing party in any lawsuit arising from or relating to this Agreement is entitled to recover its costs, including reasonable attorney fees.

13.6 Remedies Cumulative. The remedies provided to the Parties under this Agreement are cumulative and will not exclude any other remedies to which a Party may be lawfully entitled.

13.7 Waiver and Severability. The waiver by either Party of any breach of this Agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation under this Agreement will not be a waiver of such Party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement. If any part of this Agreement is unenforceable, the remaining portions of this Agreement will remain in full force and effect.

13.8 Drafting and Interpretation. The Parties have had an equal opportunity to participate in the drafting of this Agreement. No ambiguity will be construed against any Party based upon a claim that the Party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders.

13.9 Entire Agreement. This Agreement, including any exhibits (if any), is the final and complete expression of all agreements between these Parties related to the Products and supersedes all previous oral and written agreements regarding these matters. The Parties may change, alter, or amend this Agreement only by a written agreement signed by both Parties.

13.10 Recitals. The Recitals contained on the first page of this Agreement are fully incorporated into the body of this Agreement.

13.11 Further Documents. If any other provisions or agreements are necessary to enforce the intent of this document, both Parties shall execute such provisions or agreements upon request.

13.12 Additional Acknowledgements. Both Parties acknowledge that: (a) the Parties are executing this Agreement voluntarily and without any duress or undue influence; (b) the Parties have carefully read this Agreement and have asked any questions needed to understand the terms, consequences, and binding effect of this Agreement and fully understand them; and (c) the Parties have sought the advice of an attorney of their respective choice if so desired prior to signing this Agreement.

13.13 Execution in Counterparts and by Facsimile. The Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute but one and the same instrument. The Agreement may be executed and delivered by electronic means and the Parties acknowledge that such electronic execution and delivery will have the same force and effect as delivery of an original document with original signatures, and that each Party may use such electronic signatures as evidence of the execution and delivery of this Agreement by all Parties to the same extent that an original signature could be used.

ANNEX

Definitions

”Confidential Information” means any proprietary information of a Party disclosed by one Party to the other that is in written or other tangible form and is marked “Confidential” or “Proprietary” or in some other manner to indicate its confidential nature, or by its nature should reasonably be considered confidential. Confidential Information may also include oral disclosures provided that such information is designated as confidential at the time of disclosure and reduced to a written summary by the disclosing Party within thirty (30) days after its oral disclosure, which is marked in a manner to indicate its confidential nature and delivered to the receiving Party. “Confidential Information” does not include any information that (a) was publicly known and made generally available prior to the time of disclosure by the disclosing Party, (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party, (c) is already in the possession of the receiving Party at the time of disclosure, (d) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality, or (e) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

Customer” means a paying business entity represented in the Cinch database that has executed a Customer Agreement and uses the Products

Customer Agreement” means the agreement between Cinch and a Customer (e.g., Cinch Subscription Agreement) governing Customer’s use of the Products in accordance with the terms therein and any Order.

Database Updates” means changes to the content of the Databases.

Database” means a proprietary database of URL addresses, software applications, or other content.

Documentation” means the Product installation instructions, user manuals, set-up posters, release notes, knowledge base, and operating instructions prepared by Cinch, in any form or medium, as may be updated from time to time by Cinch and made generally available to Customers or Partner.

Order” means a purchase commitment mutually agreed upon between Cinch and a Potential Customer.

Potential Customer” means any person or entity in that could utilize and is interested in obtaining a Subscription to the Products.

Products” means Subscription to the Software, Subscription to SaaS, and the right to receive Database Updates, Software Upgrades, together with applicable Documentation and media, and packaged service offerings, made available by Cinch and purchased pursuant to an Order.

SaaS” means Cinch’s software-as-a-service offerings, including SaaS marketing automation, data cleansing, SaaS SMS/MMS, and SaaS email.

Software” means proprietary software applications, in object or binary code only and not source code, made available by Cinch and purchased pursuant to an Order.

Software Upgrades” means certain modifications or revisions to the Software

Subscription” means a non-exclusive, non-transferable right to use the Products in accordance with the Customer Agreement and the Order.

Subscription Fees” means the agreed-upon fees in an Order.

Subscription Term” means the twelve-month period after which a Customer has executed a Customer Agreement.

Territory” means: (i) with respect to Partner, [the United States, Canada, Australia, New Zealand, Mexico, and the United Kingdom.]

User Credentials” means an encrypted access code that allows Customer to access the Databases and use the Software.

EXHIBIT A

REFERRAL FEES

Cinch shall pay Partner 15% of all Revenue collected from each Order and executed Customer Agreement referred to Cinch by Partner for the Subscription Term.