REFERRAL FEE AGREEMENT

Exact Match Marketing, INC

This Referral Fee Agreement (the “Agreement”) is entered into by and between Exact Match Marketing Inc (“ExactMatch”), an Ohio limited liability company, and(“Referring Party”), a(n), (collectively, the “Parties”), and is effective as of the date of the last signature below (the “Effective Date”).

WHEREAS, Exact Match is in the business of selling a software platform (“Platform”) to generate leads and disseminate and track advertising and marketing materials by which Exact Match’s customers (“Customers” or “Customer”) may use to grow specific needs of a business;

WHEREAS, the Parties believe that the Referring Party may be able to introduce potential Customers to Exact Match; and

WHEREAS, in the event a lead submitted by Referring Party to Exact Match under this Agreement results in such lead becoming a Customer, Exact Match desires to compensate Referring Party as specified by this Agreement

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. REFERRALS

a) Scope. Only the services that Exact Match offers through the Platform are part of the referral program described in this Agreement (“Referral Program”). Exact Match will not under any circumstances owe any compensation or benefit to Referring Party for: (i) referral activities not related to services offered through the Platform; or (ii)referral activities not in accordance with the terms of this Agreement.

b) Leads. Exact Match may provide Referring Party with information indicating the types of leads that are most relevant to Exact Match (“Referral Guidance”). Referring Party shall, based on the Referral Guidance, use reasonable efforts to submit leads on potential Customers to Exact Match using the contact information provided above, or as such contact information as may otherwise be provided by Exact Match from time to time. Referring

Party’s submission of a lead shall include an identification of the lead, a description of the Referring Party’s relationship or connection to the lead, and a description of the manner by which the Referring Party may introduce the lead to Exact Match (collectively, a “Lead” or “Leads”). Exact Match may reasonably request additional or different information for submission of Leads in the form of an intake form or other writing, from time to time. When generating the Leads, Referring Party shall avoid any activities that might negatively impact public perceptions of Exact Match or the Platform (e.g., spam mail, social media posts, form posts, or other communications, unsolicited or unwelcome communications, etc.).

c) Lead Acceptance. Exact Match shall review each Lead, and Exact Match may accept or refuse any Lead in its sole and exclusive discretion, and is not required to provide Referring Party with any explanation or information related to the refusal of any Lead. Exact Match shall accept a Lead as a Customer by written communication to Referring Party. No Lead shall be considered approved unless Exact Match has accepted such Lead in writing. In no event shall Exact Match have any liability whatsoever to Referring Party in the absence of written confirmation from Exact Match confirming acceptance of the Lead, even if Referring Party provides Exact Match within formation which contributes, or may contribute, to Exact Match’s contractual engagement with that Lead as a Customer (a “Customer Engagement”).

2. COMPENSATION

a) Referral Fee Payments. In the event a Customer Engagement occurs from a Lead, subject to the terms of this Agreement, Exact Match shall pay Referring Party a referral fee based on the revenue generated by the Customer associated with the Customer Engagement during that Customer’s use of the Platform (a “Referral Fee”). The Referral Fee is calculated as provided in Section 2(b), and will be due and payable to Referring Party within 30 days of Exact Match’s actual receipt of payment from Customer.

b) Referral Fee Calculation. The Referral Fee paid by Exact Match to Referring Party is calculated as $199 or five percent(5%) of the net revenue generated from Customer’s purchased use of the Platform. Net revenue is calculated based on gross revenue, minus any fees associated with the provision and maintenance of the Platform. Calculations of gross revenue also exclude any fees from subscriptions or purchases that are: (a) initially paid to Exact Match and then retracted or reversed for any reason (e.g., a credit card chargeback); or (b) owed to Exact Match, but not received or retained by Exact Match for any reason.

c) No Expenses; No Other Compensation. Referring Party shall not be entitled to any reimbursement of any expenses or for any other payment or compensation of any type other than payment of the Referral Fee (as applicable).

3. REPRESENTATIONS. Referring Party agrees not to represent itself as an agent, sales agent, or employee of Exact Match. Referring Party shall not make any representations regarding Exact Match or its products, services, or Platform except as consistent with the written descriptions provided by Exact Match to Referring Party. Referring Party agrees not to engage in any deceptive, misleading, illegal or unethical practices that may be detrimental to Exact Match or its products, services, or Platform and agrees to comply with all applicable federal, state and local laws and regulations while performing its duties under this Agreement.

4. TERM. The term of this Agreement (the “Term”) shall begin on the Effective Date and shall continue until otherwise terminated as provided herein. Either party may terminate this Agreement for any reason or no reason upon 30 days’ prior written notice to the other party and upon five days’ prior written notice upon material breach of any term by the other party. Upon termination of this Agreement: (i) Referring Party agrees to cease any activity with respect to Exact Match (including ceasing all use of any Exact Match marketing materials, logos or web site links) and to return to Exact Match all property of Exact Match (including all marketing material and all Confidential Information), in each case to the extent such activity was performed or such property was provided pursuant to this Agreement, (ii) Exact Match agrees to pay to Referring Party any amounts then due (if any) within ten days and (iii) provided termination is not for breach by Referring Party, Exact Match agrees to pay Referring Party the amounts, if any, which come due under any Lead issued prior to the date of termination as such amounts come due. Sections 3 (Representations), 4(Term), 5 (Confidential Information), 6 (Damages Limitation; Indemnification), 7 (Independent Contractor), and 8(General) shall survive any expiration or termination of this Agreement.

5. CONFIDENTIAL INFORMATION. Referring Party acknowledges that Exact Match possesses certain confidential information, including all information and materials belonging to, used by, or in the possession of Exact Match (and each of its affiliates) relating to its Platform, products, processes, services, technology, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective client lists, marketing plans, training and training materials, and trade secrets of every kind and character (“Confidential Information”). Confidential Information shall also include any and all payments made to Referring Party under this Agreement, as well as the existence and terms of this Agreement. Such terms shall not include: (i) information that was already within the public domain at the time the information is acquired by Referring Party, or (ii) information that subsequently becomes public through no act or omission of Referring Party. Referring Party agrees that all Confidential Information is and shall continue to be the exclusive property of Exact Match, whether or not prepared in whole or in part by Exact Match and whether or not disclosed to or entrusted to Referring Party’s custody. Referring Party agrees that it shall not, at anytime following the execution of this Agreement, use or disclose in any manner any Confidential Information of Exact Match.

6. DAMAGES LIMITATION; INDEMNIFICATION. IN NO EVENT SHALL EXACT MATCH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF EXACT MATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EXACT MATCH BE LIABLE FOR ANY AMOUNTS HEREUNDER IN EXCESS OF THE TOTAL FEES DUE TO REFERRING PARTY. Referring Party shall indemnify and hold harmless Exact Match from and against any claims, losses or damages of any type suffered by Exact Match in connection with Referring Party’s activities hereunder.

7. INDEPENDENT CONTRACTOR. It is the express intention of the Parties that Referring Party is an independent contractor and not an employee, agent, including contracted sales agents, or joint venture of Exact Match. Nothing in this Agreement shall be interpreted as Referring Party being a sales agent of Exact Match. Nothing in this Agreement shall be construed as creating the relationship of employer and employee between Referring Party and Exact Match. Referring Party is not entitled to participate in any benefits provided by Exact Match, including but not limited to its pension plans, bonus, stock or similar benefits that Exact Match makes available for its employees. Referring Party is responsible for all applicable taxes on remuneration received from Exact Match. This Agreement is non-exclusive and shall not in any way prohibit either party from entering into like arrangements with any other party.

8. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Ohio, without regard to any choice of law or conflict of law provisions. Any legal suit, action, or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Ohio, in each case located in or near the Columbus, Ohio metropolitan area, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

9. NOTICES. Any notice under this Agreement shall be given in writing and shall be deemed effective to the party to be notified: (a) upon confirmed receipt by personal delivery or facsimile; (b) one business day following deposit for delivery with Federal Express or any other internationally recognized overnight courier; or (c) three business days after deposit with U.S. certified mail. Notice shall be addressed to each party at the location specified on the first page of this Agreement (as may be updated be either party upon written notice to the other).

10. GENERAL. This Agreement, together with any attachments and written amendments, constitutes the complete agreement between the Parties to this Agreement and supersedes all previous agreements or representations, whether written or oral, with respect to the subject matter set forth herein. This Agreement may not be modified except in a writing duly executed by the Parties. Referring Party may not assign or transfer this Agreement, in whole or in part, directly or by operation of law, without Exact Match’s prior written consent.

Accepted and agreed to as of the Effective Date by the authorized representative of each party: