By participating in the Referral Program, Referral Partner agrees to generate and submit potential customer leads to Aspire and provide reasonable assistance to Aspire in selling Aspire’s services to such leads. Referral Partner party may refer to Aspire any third party whom they believe is a potential customer for Aspire’s products and services. Any such third party is a “lead.” A “lead” must be submitted to Aspire in writing with contact information, as well as any additional information the Referral Partner has in regard to the sales opportunity. Aspire will then have ten (10) business days to determine whether the lead is an existing customer, prior customer, or existing customer prospect of Aspire. If the lead is an existing or prior customer or existing customer prospect, then Aspire will provide the Referral Partner with written notice of the same and the lead will not be considered a “Qualified Lead.” Otherwise, the parties will jointly undertake cooperative reasonable efforts to sell the lead the Aspire services. Provided that the lead agrees to buy Aspire services within six (6) months after the written notice within which the lead was first identified, the lead shall be deemed a “Qualified Lead.”

Aspire will pay Referral Partner based on purchases made by Qualified Leads from Aspire at a rate as detailed in Exhibit A, which may be updated from time to time. Payments for referral fees will be made by Aspire within 30 days of the Qualified Lead signing a contract with Aspire.

Each party is responsible for bearing its own costs incurred in performing its obligations under this Agreement without deduction or offset and without reimbursement by the other party.

The parties’ relationship shall be that of independent contractors, with each party paying all of its own expenses, including any and all taxes associated with doing business as an independent contractor. No person employed by one party shall be considered an employee of the other party for any purpose whatsoever but is an independent contractor with limited authority. Nothing in these terms shall be construed to constitute a party as a partner or employee of the other party, nor shall a party have any authority to bind the other party in any respect.

Exhibit A

2. Upon successful completion of the initial call including the Referral Partner, the referred company, and the Aspire sales consultant, the Referral Partner will receive a $250 gift card sent directly to their attention.

4. If a referral moves through Aspire’s sales cycle to become a new Aspire client within the timeframe defined, and the company of the Referral Partner is an active customer of Aspire Software, the company of the Referral Partner will receive a $2500 credit toward their monthly charges.