BY SIGNING THIS REFERRAL AGREEMENT, YOU ACCEPT TO PARTICIPATE IN THE iSportz LEAD REFERRAL PROGRAM.

Referred Customer.A “Referred Customer” means an entity who meets the following conditions:

the contact information for the potential customer whose information you submit

(“Potential Customer”), and all other information you are required to submit relating to such Potential Customer (“Lead Information”), is accurately provided to iSportz; and as of the date of your submission, the Potential Customer has not previously been contacted by iSportz, or any other agent.

The following exclusions apply:

• As a general rule, you may not submit your own organization as a lead but the same is subject to acceptance based on review by iSportz Lead Generation or Sales Team.

• Potential Customers that are government entities are not eligible to become Referred Customers.

• iSportz reserves the right to terminate this Referral Agreement if it suspects that you do not have the Potential Customer’s consent for disclosing their Lead Information, or that you are gaming, including, but not limited to, submission of low-quality leads or unusually high volumes.

• The Referenced Opportunity must be one of the Services or Solutions or products offered by iSportz. Purchase of third-party products/licenses, add-ons, etc. by a Referred Customer will not apply.

• iSportz reserves the right to cancel or disqualify you or any Referred Customer from the Referral Program for any reason, in which case iSportz will not use the Lead Information you provide.

• Lead Information is eligible to earn referral fees for a period of one year after you receive notice that your lead referral has been accepted by iSportz. If a Potential Customer makes an initial purchase after this time, it will not result in payment of a Referral Fee.

Referral Fee.

• When your lead referral has been accepted by iSportz, you will be entitled to a fee from iSportz in the amount of $1000 on the sale of the referred customer on the initial purchase only.

• In the event of multiple complete and conforming submissions for the same opportunity from different referring entities, the first lead submitted will be the one eligible for a Referral Fee.

• If you submit Lead Information for multiple opportunities with the same Potential Customer within a period of one year, the total referral fee for such sales will not exceed a maximum of US$5000

• No referral fee is payable on any renewal of any product agreement.

• Referral fees themselves are not eligible towards any other channel programs, incentives, or recognition programs.

• You acknowledge and agree that iSportz has no control over the sales and marketing process with respect to such Lead Information, or when or if a customer will place an order. You hereby waive any liability to iSportz relating to its sales efforts and for how many (if any) orders are placed based on Lead Information you provide.

Payment Terms. iSportz will pay Referral Fees after the initial order has been placed and provided there has been no return or order cancellation during that period. Referral Fees are due to be paid once iSportz is paid by the customer. Payment will be subject to all applicable governmental regulations and rulings, including the withholding of any taxes that may be required by law.

iSportz is under no obligation to pay any Referral Fees if referred customer is not in compliance with its obligations under this Referral Agreement and current in all their payment obligations to iSportz and its Affiliates. Unless prohibited by local law, iSportz may, in its sole but reasonable discretion, withhold or reduce Referral Fees to satisfy any such outstanding payment obligations or if referred customer fails to satisfactorily perform any of the requirements under this Referral Agreement.

Lead Information. You hereby provide consent for iSportz to use and share with its Affiliates and Partners the Lead Information.

Your Information. You hereby provide consent for iSportz to disclose you and/or your company as the origin of this referral, and to provide your contact information to the Potential Customer, or to an Affiliate or Partner.

Course of Conduct and Cooperation. You have not acted and will not act in a manner that puts your interests in the referral fee ahead of the customer’s best interests. You acknowledge that the referral fee is not intended to pay you for doing so. Upon request, you will reasonably cooperate with iSportz in the marketing of the Referenced Service or Solution or Product to the Referred Customer. You will not make or authorize any proposal, quotation, representation, warranty, term, condition or other provision relating to any product or service that has not been approved or otherwise authorized by iSportz in writing. You will be solely responsible for all costs and expenses of any nature incurred in connection with this Referral Agreement.

If any provision(s) of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provision(s) shall continue to be valid and enforceable. If a court finds that any provision(s) of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.

Referral Partner recognizes that Company has and will have proprietary information regarding the inventions, product designs, trade secrets, copyrights, costs, discounts, business affairs, patents and other vital information items (collectively, “Information”), which are valuable, special and unique assets of Company. Referral Partner agrees that Referral Partner will not at any time or in any manner, either directly or indirectly, divulge, disclose or communicate any information to any third party without the prior written consent of Company. Referral Partner will protect the Information and treat it as strictly confidential. A violation by Referral Partner of this paragraph shall be a material violation of this Agreement and will justify legal and/or equitable relief.

The confidentiality provisions of this Agreement shall remain in full force and effect for a period of two (2) years after the termination of Referral services pursuant to this Lead Referral Agreement.

Applicable Law. This Agreement shall be governed by the laws of the United States and the state of Delaware, without reference to rules governing choice of laws.

iSportz reserves the right to change any aspect of the referral program upon 60 days’ notice. iSportz reserves the right to end the referral program, and thus terminate this Referral Agreement, without cause, at any time upon 60 days’ notice. Referrals in process as of the effective date of such changes will be paid using the method in effect when the Lead Information was accepted.