Referral Program

Terms and Conditions

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein and intending to be legally bound hereby, the parties agree as follows:

1. Referrer Services. During the Term (hereinafter defined) of this Agreement, Referrer shall use commercially reasonable efforts to Introduce (hereinafter defined) to Idea2 prospective Investors and Purchasers (“Prospects”) of whom Referrer becomes aware during the term of this Agreement who may be interested in investing in or purchasing Products or Services from Idea2; provided, however, that in no event shall Referrer have any liability for failure to make an Introduction of any Prospect.

2. Term and Termination. This Agreement shall commence on the Effective Date and shall continue for twenty-four (24) months (the “Initial Term”). After the Initial Term, this Agreement shall be renewed for renewal terms (each a “Renewal Term”) of twelve (12) months each unless terminated by either party by either party upon ninety (90) days prior written notice sent by email or a nationally recognized overnight courier service. Hereinafter, the Initial Term, together with all Renewal Terms, is referred to as the “Term.” Upon any termination of this Agreement for any reason, Referrer shall continue to be entitled to any commission or other compensation which would otherwise be due hereunder arising from any referrals or Introductions occurring prior to the effective date of the termination.

3. Compensation.

a. For Referrals of Investors. In the event that Referrer introduces Idea2 or any of its Affiliates (hereinafter defined), whether now or hereafter existing, or any of their respective officers, directors, members, shareholders, employees, managers, agents or representatives (collectively, the “Idea2 Parties”) to any person or entity that makes or facilitates the making, directly or indirectly, of any investment (an “Investment”) in an Idea2 Party by any person or entity (the “Investor”) at any time during the Term or within three (3) months following the end of the Term, in any form (including without limitation a capital contribution or loan) and whether in cash, cash equivalents, securities or other property of any kind or nature, Idea2 shall pay to Referrer (and not to any other Referrer Party) a commission (the “Investment Commission”) equal to three percent (3%) of the value invested by the Investor in any one or more transactions. Within ten (10) days following the receipt of Investment, Idea2 shall pay to Referrer by wire transfer of immediately available fund in US Dollars the Investment Commission attributable to such portion of the Investment.

b. For Referrals of Purchasers. In the event that any Referrer Introduces an Idea2 Party to any person or entity that purchases or facilitates the purchasing, directly or indirectly, of any Products or Services (a “Purchase”) from an Idea2 Party by any person or entity (a “Purchaser”), Idea2 shall pay to Referrer (and not to any other Referrer Party) a commission (the “Purchase Commission”) equal to ten percent (10%) of the gross amounts invoiced (the “Invoiced Amounts”) by the Idea2 Party to the Purchaser for a period of twelve consecutive (12) months following the date of the first Purchase by such Purchaser. Within fifteen (15) days following the end of each calendar quarter or portion thereof ending after the Effective Date and whether during or after the termination of the Term (an “Applicable Quarter”), Idea2 shall provide Referrer with a Statement (the “Quarterly Statement”) setting forth in reasonable detail (i) all Invoiced Amounts (i.e., amounts invoiced to Purchasers Introduced by the Referrer Parties) during the Applicable Quarter; and (ii) all payments received by any Idea2 Party during the Applicable Quarter on any Invoiced Amounts (i.e., amounts invoiced to Purchasers Introduced by the Referrer Parties), regardless of when generated. Each Quarterly Statement will be accompanied by payment in full of the Purchase Commission in US funds with respect to any payments of Invoiced Amounts received by any Idea2 Party during the Applicable Quarter.

4. Expenses. Referrer shall pay all expenses incurred by it in connection with its services provided hereunder except to the extent approved by Idea2; provided, however, that in no event shall Referrer have any obligation to take any actions hereunder which would cause it to incur any expenses.

5. Idea2 Acknowledgments/Agreements. In addition to any other agreements of Idea2 herein, Idea2 hereby acknowledges and agrees as follows:

a. Referrer may enter into agreements for referral services with other persons and entities.

b. It shall be the sole responsibility of the Idea2 Parties to investigate the background of all Prospects and negotiate the terms and conditions of any Investment or Purchase directly with the Investor or Purchaser, and no Referrer Party will have any obligation to do so.

c. The Referrer Parties make no representations or warranties of any kind or nature with respect their ability to identify viable Investors or Purchasers or with respect to any Investors or Purchasers Introduced, including without limitation any representations or warranties, as to their backgrounds, their credibility or their intention or ability to make any Investments or Purchases.

d. The Idea2 Parties shall grant the Referrer Parties and their representatives full access at all reasonable times to audit and copy the books and records of the Idea2 Parties solely to the extent reasonably necessary to verify the commissions payable hereunder with respect Investments and Purchases.

6. Limitation of Liability/Indemnification. In no event shall either party be liable to the other party for any indirect, special, or consequential damages, including, without limitation, lost profits, costs of delay, any failure of delivery, costs of lost or damaged data or documentation, or liabilities to third parties arising from any source.

7. Confidentiality. The parties acknowledge that during the Term, they each may be exposed to or acquire information which is proprietary to or confidential to the other party or its Affiliates. Any and all information of one party in any form obtained by the other party or its employees, agents or representatives in the performance of this Agreement shall be deemed to be confidential and proprietary information of such party. The parties agree that, during the Term of this Agreement and continuing for a period of two (2) years thereafter, they will hold such information in strict confidence and not copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose such information to third parties or use such information for any purposes whatsoever, without the express written permission of the other party, and advise each of their employees, agents and representatives of their obligations to keep such information confidential. All such confidential and proprietary information described herein and any deliverable provided hereunder, in whatever form, are hereinafter collectively referred to as “Confidential Information.” Notwithstanding the obligations set forth in this Section 7, the confidentiality obligations of the parties shall not extend to information that: (i) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than receiving party; (ii) was known to the receiving party as of the time of its disclosure; (iii) is independently developed by the receiving party; (iv) is subsequently learned from a third party not under a confidentiality obligation to the providing party; (v) is required to be disclosed pursuant to court order or government authority, whereupon the receiving party shall provide notice to the other party prior to such disclosure; or (vi) constitutes a general body of accumulated knowledge gained by the receiving party.

8. Definitions. In addition to other terms defined in this Agreement, as used herein, the following terms shall have the meanings set forth below unless a different meaning shall be expressly stated or shall be apparent from the context: “Affiliate” means, when used with respect to a specified person, another person that, either directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the person specified. “Introduces” or “Introduction” means the communication or identification in writing, electronic or otherwise, by a Referrer Party to an Idea2 Party of a prospective Purchaser or Investor, but excluding any prospective Purchaser or Investor with whom Idea2 has had direct written contact and material discussions concerning a possible Purchase or Investment within the six (6) month period preceding the date of the Introduction by the Referrer Party, provided that (a) Idea2 provides Referrer with satisfactory evidence of such written contact and material discussions within thirty (30) days following the date of the Introduction.

9. Dispute Resolution This Agreement shall be subject to and construed and interpreted in accordance with laws of Florida. In the event of any dispute between the parties arising in connection with this Agreement or any associated agreement entered into pursuant to this Agreement, the parties shall use all reasonable endeavors to firstly resolve the matter on an amicable basis. No recourse to arbitration by one party against the other under this Agreement shall take place unless and until such procedure has been followed. If efforts at amicable settlement fail, all disputes arising out of this contract or its validity will be finally decided in accordance with the rules of the state of Florida.

10. Attorney Fees and Remedies. The prevailing party in any disputes arising in connection with this Agreement will be entitled to recover its reasonable attorney fees, court costs and other legal expenses from the other party. Except as is otherwise expressly provided in this Agreement, the parties’ remedies either under this Agreement or under applicable law will be cumulative.

11. General Provisions. The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or legal entities. Neither party may assign this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld. If any part or parts of this Agreement are held to invalid, the remaining parts of this Agreement will continue to be valid and enforceable. This Agreement will be governed by the English law. The headings in this Agreement are for reference purposes only and shall not affect the meaning or construction of the terms of this Agreement. In this Agreement, the masculine, feminine or neuter genders and the singular and plural numbers shall be so construed to include the others where the context so requires. This Agreement contains the complete and exclusive understanding of the parties with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by a duly authorized representative of the party to be bound. Neither the course of conduct between the parties nor trade usage will act to modify or alter the provisions of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and, together, shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties. This Agreement and any amendments hereto, to the extent signed and delivered by means of a facsimile machine, e-mail of a PDF file containing a copy of an executed agreement or other electronic means, shall be treated in all manner and respects and for all purposes as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

IN WITNESS WHEREOF, the parties have executed this Referral Fee Agreement as of the date first above written.