Referral Agreement

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This Referral Agreement ("Agreement") grants to the person or entity Referring Party identified below ("Referring Party") the right to refer to FelineSoft qualifying new customers ("Prospects") for the purchase of FelineSoft solutions directly from FelineSoft in exchange for a Referral Fee ("Referral Fee"), as set forth below.

1. Referral of Prospects

1.1 To be eligible for a Referral Fee, a Referring Party must identify Prospects directly to FelineSoft by submitting via an online form a Lead Referral to the attention of FelineSoft Partner Program. Existing FelineSoft customers are not eligible as Prospects, neither are customers currently in the pipeline. Referring Party must successfully register each FelineSoft sales lead referred to FelineSoft. If the sales lead is approved, an email will be sent to Referring Party. An approved sales lead is hereinafter referred to as a "Qualifying Transaction" and eligible for a Referral Fee upon receipt of payment to FelineSoft for the applicable sale. All approval of sales leads are at FelineSoft's sole discretion.

1.2 Each Qualifying Transaction is only effective for a period of one hundred twenty (120) days from registration. If the sale does not close within such one hundred twenty (120) day period, the Qualifying Transaction will expire and Referring Party will need to complete the process in this Section 1.1 again in order to qualify for a Referral Fee.

2. Reserved Rights

2.1 This Agreement shall in no way limit FelineSoft's right to sell directly or indirectly software solutions or support services to any current or prospective customers, including Prospects.

2.2 FelineSoft will not pay more than one (1) Referral Fee on any given Qualifying Transaction, and FelineSoft reserves the right to apportion a Referral Fee if more than one Referring Party has contributed to the close of a Qualifying Transaction.

2.3 A Referring Party may receive the Referral Fee only on the initial baseline sale of FelineSoft solutions. Fees for the performance of services (such as on-site professional service fees and costs, training costs; maintenance and support fees; maintenance and support renewal fees) and fees associated with subsequent added-value feature or service purchases are not eligible for Referral Fees.

3. Computation.

Referral fees for any Qualifying Transaction shall be based on the net baseline revenue to FelineSoft.

4. Payment Terms.

FelineSoft shall within thirty (30) days after receipt of payment from Prospect for the FelineSoft Solutions included in the Qualifying Transaction, remit the applicable Referral Fee to the Referring Party. All amounts payable by FelineSoft to Referring Party are subject to offset by FelineSoft against any amounts owed by Referring Party to FelineSoft.

5. Taxes.

Referring Party shall be responsible for payment of all taxes to which the Referral Fee is subject. Referring Party agrees to indemnify and hold FelineSoft harmless against any taxes, including penalties, duties and interest levied by any government on the Referral Fee.

6. No Other Rights.

No other rights or licenses are granted to Referring Party under this Referral Agreement and this Referral Agreement does not grant Referring Party any right to resell or otherwise distribute any FelineSoft solutions, nor any right to use any FelineSoft trademark, nor any right to provide any services related to any FelineSoft solutions. Such rights may only be granted pursuant to the FelineSoft Solutions Partner Program.

7. FelineSoft Referring Party.

In the event the Referring Party is or becomes a FelineSoft Partner with rights to resell Authorized Products, FelineSoft shall in its sole discretion determine whether a given Prospect will be provided Authorized Products either (a) directly by FelineSoft or (b) directly by the Partner under the terms of the applicable reseller schedule to which the Partner is a party. In no event shall Referring Party be eligible for fees or benefits under more than one schedule/program for a given transaction.

8. No Warranty.

FELINESOFT MAKES NO WARRANTIES AND REPRESENTATIONS, AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH RESPECT TO THIS REFERRAL AGREEMENT.

9. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL FELINESOFT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM FOR DAMAGES IS BASED, EVEN IF FELINESOFT HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT SHALL FELINESOFT'S LIABILITY UNDER THIS REFERRAL AGREEMENT EXCEED THE AMOUNT OF THE REFERRAL FEE FOR THE QUALIFYING TRANSACTION.

10. Termination.

This Referral Agreement will commence upon the date of FelineSoft's receipt of the Referral Program Registration form and will continue until the earlier of (1) one year thereafter, or (2) until terminated by either party upon written notice to the other party. Termination of the Agreement shall not affect FelineSoft's obligation to pay Referring Party the Referral Fee for a Qualifying Transaction registered prior to the termination date.

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