FoundAI Referral Terms and Conditions

1.Solicitation and Qualified Customer Relationships.

1.1General.

During the Term, Referral Partner will use its reasonable efforts to solicit and refer to Found those individuals or entities which Referral Partner believes are suitable and appropriate for the services provided by Found. Referral Partner hereby represents and warrants that it is familiar with the services and programs offered by Found. For purposes of clarity, Referral Partner does not have any authority of any kind to accept any customers on behalf of Found and Found does not have any responsibility of any kind to accept any prospective customer referred by Referral Partner.

1.2Qualified Leads and Qualified Customers.

1.2.1 A “Qualified Lead” is a prospective customer of Found that: (i) has been introduced by Referral Partner to Found via a mutually agreed-upon introductory channel; and (ii) both Found and Referral Partner have confirmed in writing, at the time the introduction is made, that it is a valid lead for purposes of compensation hereunder. For purposes of clarity, Qualified Leads shall not include any prospective customer that: (x) is or already has been a user of the Service; or (y) is in Found’s sales pipeline as of the date of introduction.

1.2.2 A “Qualified Customer” is a Qualified Lead that becomes a paying customer of Found, as a direct result of Referral Partner’s efforts under this Agreement within six (6) months of Referral Partner’s introduction of the potential customer to Found, as determined by Found in its sole, reasonable discretion.

1.3Compliance.

The Parties recognize that this Agreement is subject to, and intended to comply with, all applicable local, state, and federal laws, rules, and regulations (“Applicable Laws”). The Parties agree that the services contracted for hereunder do not exceed those which are reasonably necessary to accomplish the commercially reasonable business purposes of this Agreement. When soliciting potential customers for Found, Referral Partner will use only those marketing materials provided by and approved by Found.

2.Compensation.

2.1Fees.

As consideration for Referral Partner’s referral of Qualified Customers, Referral Partner will be entitled to the compensation set forth in the Order (if any) or, if not, at the following page tryfound.ai/referrals, as applicable (the “Compensation”). Notwithstanding the foregoing, no Compensation will be provided to Referral Partner in the event any such payment would constitute a violation of any Applicable Laws.

2.2Taxes.

Referral Partner shall pay all applicable taxes, duties, excises, or other charges imposed by any government entity in connection with the Compensation.

3.Confidentiality.

3.1Definition and Duty.

Each Party may from time to time disclose Confidential Information to the other Party. "Confidential Information" as used herein means all nonpublic information concerning the business, technology, internal structure and strategies of each Party, its affiliates, and any of its customers or vendors with which they do business that is conveyed to the other Party orally or in tangible form. Each Party will keep in confidence and trust and will not disclose or disseminate or permit any employee, agent, representative, independent contractor or other person working under its direction to disclose or disseminate, the existence, source, content or substance of any Confidential Information to any other person. Each Party will employ at least the same methods and degree of care, but no less than a reasonable degree of care, to prevent disclosure of the Confidential Information as it employs with respect to its own Confidential Information. Each Party’s employees, agents, representatives, advisors, and independent contractors will be given access to the Confidential Information only on a need-to-know basis and Referral Partner will convey to such employee, agent, representative or independent contractor that such information is confidential and is subject to this confidentiality provision.

3.2Exclusions.

The foregoing obligations in Section 3.1 will not apply to Confidential Information that: (a) is or becomes publicly available without breach of this Agreement; (b) the receiving Party lawfully receives from a third party not subject to a restriction on disclosure or other non-disclosure obligation; (c) the receiving Party knew prior to receiving such information from the disclosing Party, as demonstrated by files in existence at the time of disclosure; or (d) the receiving Party develops or acquires independently without use of or reference to the disclosing Party’s Confidential Information. It shall not be a breach of this Agreement for a Party to disclose Confidential Information if compelled to do so under Applicable Laws or in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by Applicable Laws, the disclosing Party has been given prior notice to permit such disclosing Party a reasonable opportunity to object to and/or limit the scope of such disclosure.

4.Term; Termination.

4.1Term.

This Agreement will become effective on the Effective Date and shall remain in effect until terminated in accordance with Section 4.2.

4.2Termination.

Either Party may terminate this Agreement: (i) for cause, if a Party breaches or defaults in its performance of any material term of this Agreement and, to the extent the breach or default is capable of cure, fails to cure such breach or default within thirty (30) days of the breaching Party’s receipt of a written notice identifying the breach or default in reasonable detail; or (ii) for convenience, upon notice. Referral Partner acknowledges and agrees that Found may provide such notice by making a general posting on its website at https://tryfound.ai/ (the “Website”) or by removing this Agreement from the Website.

4.3Effects of Termination; Survival.

On termination of this Agreement, (a) each Party will promptly return or, at the disclosing Party’s request, destroy, all Confidential Information in the receiving Party’s possession, custody, or control, except as may be required to be maintained under Applicable Laws; and (b) Found may continue to perform services for Qualified Customers and retain all fees paid by such Qualified Customers to Found. Any provision of this Agreement that, by its term or its nature, should survive the termination of this Agreement, shall so survive, including but not limited to Sections 3, 4.3, and 5 through 7 (inclusive).

5.Representations and Warranties.

Each Party hereby represents and warrants to the other Party that: (a) it will satisfy its obligations hereunder in a diligent and conscientious manner, and at all times in accordance with all Applicable Laws; (b) it will at all times have and maintain in full force and effect all applicable licenses, registrations, permits, and the like necessary for its performance of its obligations hereunder, including but not limited to as may be required by Applicable Laws; (c) neither the execution nor the performance of this Agreement by such Party violates any Applicable Laws; (d) it is duly organized, validly existing, and in good standing in the jurisdiction of its formation; and (e) it is not, and has not ever been, the subject of any legal proceeding of any kind relating to the performance of obligations substantially similar to the obligations to be performed hereunder. Referral Partner represents and warrants that it has not and will not engage in any unfair, anti-competitive, misleading, or deceptive practices with respect to any referral or Qualified Customer.

6.Limitation of Liability.

IN NO EVENT WILL FOUND OR ITS RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, AND RELATED ENTITIES BE LIABLE FOR: (A) CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT; OR (B) EXCEPT FOR ITS OBLIGATION TO PAY ANY UNDISPUTED COMPENSATION, ANY LIABILITY, IN THE AGGREGATE, GREATER THAN $100. THE FOREGOING LIMITATIONS WILL APPLY REGARDLESS OF: (X) WHETHER THE DAMAGES WERE FORESEEABLE; (Y) WHETHER REFERRAL PARTNER WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (Z) THE LEGAL OR EQUITABLE THEORY (WHETHER CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

7.Miscellaneous.

7.1Entire Agreement.

This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

7.2Choice of Law; Forum.

This Agreement and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of Illinois, without regard to the conflict of laws provisions thereof to the extent these principles or rules would require or permit the application of the laws of any jurisdiction other than those of Illinois. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in Illinois and any appellate court from any thereof and agrees to bring any action, litigation, or proceeding only in such courts.

7.3Other.

Found may change this Agreement (except for any Orders) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this Agreement. Found will provide Referral Partner with reasonable notice prior to any amendments or modifications taking effect by a method reasonably designed to provide notice to Referral Partner. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties or an employee/employer relationship. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any customer or other third party. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and permitted assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Referral Partner may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Found. Found may assign any of its rights or delegate any of its obligations without restriction. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. On a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

7.4No Public Announcements or Trademark Use.

Unless expressly permitted under this Agreement, Referral Partner may not: (a) make any statement (whether oral or in writing) in any press release, external advertising, marketing, or promotion materials regarding Found or its business unless it has received the express written consent of Found; or (b) use Found’s trademarks, service marks, trade names, logos, symbols, or brand names, in each case, without the prior written consent of Found.