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Referral Schedule:

Preamble: Under this Referral Schedule each of Sift and Partner may refer potential customer leads to the other party and recommend or provide insight as to the suitability of such other party’s Services for such potential customers. Sift and Partner agree as follows:

  1. Certain Definitions: The following terms have the following meanings:
    • “Existing Customer” means any customer or client with which Receiving Party has a current Services agreement.
    • “Booked Revenue” means the total income contracted by the Accepted Referral customer from the Services, which includes all contracted minimum commitments and usage-based revenue, net of any and all rebates, credits, and sales tax. Booked Revenue expressly excludes any third-party services that Receiving Party sells to an Accepted Referral.
    • “Referral Date” has the meaning ascribed to in the Program Guide.
    • “Referral Request” means the a referral of a potential customer to the Receiving Party by the Referring Party of a potential bona fide opportunity for Services.
    • “Referring Party” means the party introducing potential customers to the other party.
    • “Receiving Party” means the party receiving referred customers from the Referring Party.
  2. Referral Relationship and Authorization. Whether a Partner or Sift is a Referring Party, Receiving Party or both will be indicated during the sign-up Process via the Partner Portal. The Receiving Party hereby appoints the Referring Party as an authorized, non-exclusive partner of the Receiving Party’s Services, subject to the Agreement, including this Schedule and the provisions of the Program Guide.
  3. Referral Request and Acceptance. The Program Guide identifies the process for referring a potential bona fide opportunity for the Services by the Referring Party and acceptance by the Receiving Party. Receiving Party, in its sole discretion, shall make a determination whether to accept or reject a Referral Request. If a Referral Request is accepted according to the Program Guide, the Referral Request shall be deemed an “Accepted Referral”. Receiving Party shall have no obligation to pay a Referral Fee (as defined below) for any Referral Request involving an Existing Customer, or a company with whom Receiving Party has been in contact regarding use of its Services within the year prior to the applicable Referral Date.
  4. Referral Expiration. Accepted Referrals must result in an executed agreement for Services between the Receiving Party and the applicable Accepted Referral within the time period identified in the Program Guide (the “Referral Period”). Notwithstanding the foregoing, if Receiving Party and a specific Accepted Referral experience a prolonged sales process, the parties may discuss in good faith an appropriate extension to the Referral Period.
  5. Referral Fees.
    • 5.1 Fees and Payments.
      • (a) Subject to the terms and conditions of this Agreement, including Section 5.2 below, Receiving Party shall pay a referral fee for each Accepted Referral (the “Referral Fee”). The Referral Fee shall be equal to a percentage of the Booked Revenue generated by an Accepted Referral customer in respect of committed Services purchased during the first twelve (12) months of the contract with the Receiving Party.
      • (b) Referral Fees shall be paid on a calendar quarterly basis in arrears, and is due and payable within sixty (60) days after the last day of the calendar quarter in which Receiving Party received payment from the applicable customer. Payments by Receiving Party of the Referral Fee shall be made in USD (if applicable, the exchange rate is the effective rate on the last day of the calendar quarter when issuing the Referral Fee) and shall be made via check or other payment mechanism as mutually agreed to by the parties. If, for any reason, Receiving Party overpays Referring Party, Referring Party shall reimburse Receiving Party for such overpayment amount.
      • (c) In the event of termination or expiration of the Agreement (except for termination as a result of material breach as provided in Section 8.2 of the Terms), the Receiving Party shall be obligated to pay any Referral Fees for an Accepted Referral that occurs prior to the date of termination of the Agreement.
    • 5.2 Rates and Cap. The percentage on which the Referral Fee is calculated for an Accepted Referral shall be outlined in the Program Guide. Neither party shall pay Referral Fees for non-committed fees or taxes. In competitively priced situations, Receiving Party, at its sole discretion, may adjust the Referral Fee percentage.
    • 5.3 Conflicts Regarding Referral Fees. The parties agree that the Receiving Party shall not be liable for more than a single Referral Fee for each Accepted Referral. If any third party should make a claim for any Referral Fee or part thereof, then the Referral Fee earned for any Accepted Referral hereunder shall be apportioned among the claimants as determined by Receiving Party in its sole discretion.
    • 5.4 Records. For one (1) year following the end of the event giving rise to a payment, the Receiving Party will retain records of, and not delete evidence of, all records relevant to the calculation and verification of payments due pursuant to this Schedule for that prior year. Upon written request with at least fifteen (15) business days’ advance written notice, and not more than once per year, upon written request from the Referring Party, the Receiving Party will provide reasonable evidence to verify the accuracy of the Referral Fee for a given year. If such evidence reveals that additional amounts were owed to the Referral Party, Receiving Party will pay such additional amounts within thirty (30) days.
  6. Additional Obligations. Referring Party is not authorized to make offers, accept orders, negotiate or make contracts in Receiving Party’s name, or to transact any business in the name of Receiving Party (other than the marketing and referring of Services under the terms of this Agreement) or to assume or create any obligation or responsibility binding upon Receiving Party. Receiving Party has sole responsibility and discretion for determining whether or not to enter into a contract with a particular referral.