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
Referral Channel Program Agreement (RCPA) Page 3 Page 5