Referral Channel Program Agreement (RCPA)

RELAYTOResellerProgramAgreement(RPA) WordDocVersionforDownloadishere. This Doc is posted online here. RELAYTOResellerProgramAgreement(RPA) Version 1.38 Last Modified May 9, 2024 (PV) RELAYTOLIMITEDEmailAddressesforNotifications: [email protected] Referring Party Email Addresses for Notifications: Your acceptance and participation in the Reseller Program does not mean that you will be accepted into any of our other RELAYTO Partner Programs. In order to participate in these programs, you will need to apply in accordance with the relevant application procedure. RELAYTOLIMITED,aDelawarecorporation(“RELAYTO”),andReferringPartymaybe referred to herein as a “Party,” and collectively as the “Parties. RELAYTO provides a technology platform for marketers, designers and communicators to produce interactive documents, presentations and microsites in the cloud. TheParties desire for the Referring Party to market and recommend RELAYTO as a technology partner to companies, and be compensated on a commission basis for confirmed sales, as set forth below. 1. Definitions “Referring Party Service” provides various services to its clients. “RELAYTOCustomer”meansanentity,ordepartment(orsimilar subdivision) of such entity, referred by Referring Party that becomes an Eligible Lead and subsequently enters into an Order with RELAYTO in compliance with this Agreement. “RELAYTOService”meanstheSaaS(softwareasaservice)andassociatedtechnology, software, and documentation, offered by RELAYTO under the RELAYTO Service Agreement and/or Order. “RELAYTOServiceAgreement”meansthemasterRELAYTOserviceagreementthatthe RELAYTOCustomerandRELAYTOenterinto,intheformprovidedbyRELAYTO,andwhich mayhaveoneormoreOrderssubjecttosuchagreement,andwhichOrdersaredeemedtobe part of and included in such agreement.

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“Confirmed Sale” means a consummated sale of RELAYTO Service to an Eligible Lead per Section 2.4. “Eligible Lead” means a potential RELAYTO Customer that the Referring Party refers to RELAYTO,pertheprocessinSection2.2. “Net Income” means gross revenues actually received by RELAYTO from a RELAYTO Customer for the sale of the RELAYTO Service pursuant to a valid RELAYTO Service Agreement and/or individual Order, less (a) any applicable rebates, refunds, credits of chargebacks, and (ii) other reasonable deductions agreed upon by the Parties in writing. “Order” means each individual purchase order, statement of work, or similar document that covers the discrete set of related web documents, presentations, microsites and users being ordered by a RELAYTO Customer. 2. Marketing 2.1 Non-Exclusive During the Term, the Referring Party may approach potential leads to solicit them to become RELAYTOCustomersonanon-exclusivebasis.RELAYTOmaycontinuetoworkwithother partners, agencies and sales organizations. 2.2 LeadApprovalProcess TheReferring Party must submit potential leads via the online tool or process designated by RELAYTO.IfRELAYTOnotifiestheReferring Party that the potential lead is available and eligible, such potential lead will be deemed an “Eligible Lead.” 2.3 Sales Process TheReferring Party will promote the RELAYTO Service to potential customers and use commercially reasonable efforts to close at least five (5) Confirmed Sales per year of the Term. TheParties acknowledge that some potential leads and customers may be subdivisions or departments of a larger company and that RELAYTO may already have, or will have, relationships with the larger company or other subdivisions or departments. In such a case, the intent of the Parties is for Commissions to apply generally to each set of websites under an individual Order and to that individual RELAYTO Customer, and not necessarily to all Orders of the larger company or other subdivisions and departments of such company. Referring Party may retain partners to promote and assist it in soliciting customers under this Agreement, subject to RELAYTO’s approval (each a “Partner”) provided the Referring Party is liable for all acts and omissions of such Partner.

TheReferring Party may use marketing materials created or approved by RELAYTO. Any marketing materials not provided by RELAYTO must be approved in advance by RELAYTO in writing. Any other use of RELAYTO is unauthorized without prior written permission. 2.4 ConfirmedSale TheEligible Lead must enter into a RELAYTO Service Agreement and Order within 240 days of RELAYTO’sapproval of such Eligible Lead in order for the Commission to apply. If the Eligible LeaddoesnotbecomeaRELAYTOCustomerwithin240daysofRELAYTO’sapproval,the Eligible Lead reverts to not being eligible for commission and the Referring Party will not receive a commission from any eventual sale. 2.5 NoWarranties RELAYTOmakesnowarrantiesorrepresentations to the Referring Party regarding the RELAYTOService.Referring Party is responsible for (and will indemnify RELAYTO against) all claims, damages, losses, settlements, expenses, and attorneys’ fees relating to any representation, warranty, statement, or commitment by Referring Party (or its agents or Partners) that differs from or adds to RELAYTO’s warranty obligations made to RELAYTO Customers. 2.6 Legal Compliance TheReferring Party will comply with all federal, state, and local laws and regulations applicable to the Referring Party’s provision of the Referring Party Services and performance of the Referring Party’s obligations in this Agreement. Referring Party will give RELAYTO any information and materials that RELAYTO may from time to time, reasonably request in connection with this Agreement. 3. Referrors’ Obligations 3.1 TheReferring Party will not (and will not permit any third party to), directly or indirectly take any action contrary to the terms of the RELAYTO Service Agreement. 3.2 TheReferring Party is solely responsible for all matters related to the Referring Party Service, including but not limited to any customer communications, complaints, or warranty matters. 3.3 TheReferring Party and the RELAYTO Customer, are solely responsible for the design, content, imagery, and maintenance of RELAYTO Customer’s website in connection with using the RELAYTOService.

3.4 TheReferring Party, its officers, directors, agents, partners, employees, and subsidiaries agree to refrain from any disparagement (to the media, other companies, or to executives of other companies) of RELAYTO and its products and services. 4. Commission 4.1 CommissionscheduleforallConfirmedSales Referring Party: 30% for all Confirmed Sales. If a Confirmed Sale involves recurring payments, andtheCustomercontinues to make payments, the Referring Party continues to earn 30% commissions on those subsequent payments as well, as long as the Customer remains subscribed. 4.2 Report WhenaCommissionisowed,RELAYTOwillsendReferringPartyaftertheendofeach calendar month: (i) an accounting of all sums collected from each RELAYTO Customer from the sale of the RELAYTO Service and the amount owed to Referring Party pursuant to Section 4.1, and(ii) a check for the amount owed to Referring Party; provided that no check or payment will beissued for any amount less than $100 U.S. and any unpaid earnings will rollover and accrue to the next pay period. 5. Term/Termination 5.1 Term Theinitial term of this Agreement will start on the Effective Date and end 12 months later (the “Initial Term”). Thereafter, this Agreement automatically renews for one-year periods until terminated as set forth in this Section (collectively with any renewal terms, the “Term”). 5.2 Termination for Convenience Either Party may terminate this Agreement for convenience on 60 days prior notice to the other Party. 5.3 Termination for Breach Either Party may terminate if: (i) it has given a notice to the breaching Party that contains a detailed description of the alleged breach; and (ii) the breaching Party has failed to cure such breach within 30 days after notice. 5.4 Termination for Insolvency

Either Party may terminate this Agreement at any time after the filing of any petition in bankruptcy or for reorganization or debt consolidation under the federal bankruptcy laws, or upontheother Party’s making of an assignment of any of its assets for the benefit of creditors, or upon the application by the other Party for the appointment of a receiver or trustee of its assets. 5.5 Survival TheseSections survive any termination or expiration of this Agreement: 2.6, 4 (if applicable), and6to11. 6. Representations and Warranties EachParty represents and warrants to the other Party that: 6.1 It is duly formed, validly existing, and in good standing under the applicable federal and state laws. 6.2 It has the right, title, license, and authority to enter into this Agreement, and the persons signing this Agreement have full authority to bind it to the terms and conditions hereof. 6.3 Performance of its duties and obligations hereunder will not violate or breach, or conflict with, any applicable laws, orders, regulations or rulings; or any contract, agreement, instrument or other undertaking to which it is a party. 7. Indemnification EachParty will indemnify, defend, and hold harmless the other Party and its respective employees, officers, directors, shareholders, agents, corporate parents and affiliates against any andall claims, liabilities, losses, damages, costs or expenses (including, without limitation, reasonable attorneys fees and court costs) of third persons, attributable to the indemnifying Party’s gross negligence or wrongful act in performance hereunder, or material breach of this Agreement; provided that the indemnifying Party is given prompt written notice of any such claim, reasonable cooperation and sole control over defense and settlement thereof. 8. Confidentiality Thetermsandconditions of any related mNDA are incorporated by reference into this Agreement and apply to any information exchanged by the Parties in connection with this Agreement. This Agreement will control if its terms conflict with the mNDA. The terms of this Agreement are Confidential Information (as defined in the mNDA) of both Parties. Notwithstanding anything to the contrary in the mNDA, the term of the mNDA shall continue for the longer of (i) the term specified in the mNDA or (ii) the duration of the Term in this Agreement.

9. Intellectual Property Neither Party will use the other Party’s trademark or any other proprietary designations of the other, or use the other’s name in advertisements, as a reference or otherwise, without prior written consent. Nothing in this Agreement creates or grants any proprietary right, title or interest to the Referring Party with respect to the RELAYTO Service or any RELAYTO Service Agreement, or the information gathered or services provided hereunder. 10. Limitation of Liability 10.1 TypesofDamages Except for liabilities arising out of a Party’s indemnification obligations, or either Party’s breach of its confidentiality obligations herein, neither Party is liable for any special, indirect, incidental or consequential damages, whether arising in an action of contract, tort or any other legal theory, including without limitation, lost profits or revenues. 10.2 MonetaryCap Except for liabilities arising out of a Party’s indemnification obligations, or either Party’s breach of its confidentiality obligations herein, neither Party’s liability under this Agreement will exceed the total Commission earned by the Referring Party under this Agreement during the 12 months immediately before the date the claim first arose. 11. General 11.1 GoverningLaw This Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware without regard to conflict of laws and all disputes arising under or relating to this Agreement shall be brought and resolved solely and exclusively in the State Court located in Delaware. Should any legal action be commenced in connection with this Agreement, the prevailing party in such action shall be entitled to recover, in addition to court costs, such amountasthecourt may adjudge as reasonable attorneys’ fees. 11.2 Notices Anynotice under this Agreement is deemed given and received when: personally delivered to such Party (RELAYTO or Referring Party) Orelectronically: If to RELAYTO:

Email address: [email protected] If to Referring Party: Email address: 11.3 Independent TheParties are independent contractors, and this Agreement does not create an agency, partnership or joint venture. The Referring Party is solely responsible for all of its Partners, employees and agents, including labor costs, compensation, and expenses therewith. 11.4 Other There are no third-party beneficiaries to this Agreement. Nothing in this Agreement will limit a Party’s ability to seek equitable relief. The respective rights and remedies of the Parties under this Agreement are cumulative. Failure to enforce any provision will not constitute a waiver. Any term found unenforceable will be interpreted to best accomplish the unenforceable term’s essential purpose. 11.5 Assignment Neither Party may assign or delegate its rights, duties or privileges hereunder without the prior written consent of the other Party; provided that RELAYTO may assign its rights or duties to a parent, affiliate or subsidiary or in connection with a merger or acquisition without consent. This Agreement inures to the benefit of, and is binding on, the permitted successors and assigns of each Party. 11.6 CompleteAgreement This Agreement reflects the Parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. All amendments hereto must be executed by both Parties and expressly state that they are amending this Agreement. TheParties may execute this Agreement in counterparts, including fax, PDF and other electronic copies, which taken together will constitute one instrument. TheParties have executed this Agreement by their authorized officers. REFERRINGPARTY: By: Name:

Title: RELAYTOLIMITED By: Name: Title: End