“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.