This agreement (this "Agreement") is entered into between Ubitquity LLC ("UBITQUITY") and You ("Affiliate") for the promotion and referral of the Platform and API ("Service"). Ubitquity LLC and Affiliate are each a "Party" and together are the "Parties".

THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the Parties, the Parties hereby covenant and agree as follows:

1. Marketing and Promotion. Affiliate agrees to devote resources to the marketing and promotion of Service, which includes UBITQUITY service and API (Application Programming Interface) access, development. Marketing and promotion may include email marketing, newsletters, blogs, social media posts, and the use of websites (editorial content and/or advertisements). For the purposes of facilitating marketing and promotion, UBITQUITY grants Affiliate a limited license to use the UBITQUITY logos provided that Affiliate may not alter such logos or marks in any manner whatsoever (other than resizing) and provided further that Affiliate uses such logos and marks solely in connection with the marketing and promotion of the Service.

2. Brand Protection. Affiliate agrees to use reasonable efforts not to damage UBITQUITY, its brand or Service. This shall include, but not be limited to, the following:

a. Not representing itself, directly or indirectly, as being part of the UBITQUITY group of companies;
b. Complying with all local or applicable laws and legislation, including but not limited to anti-spam laws, advertising laws, securities laws and any other laws applicable to Service; and
c. Not using any copy or images that may be viewed as likely to damage Service or UBITQUITY's brand.

3. Affiliate Link. UBITQUITY will provide the Affiliate with a unique referral URL that when used to access the Service site, it will tag any resulting Service purchases ensuring the Affiliate is paid a 15% commission. This commission shall be payable within 30 days of the transaction associated with the Service. Payment will be made through either PayPal or Wire Transfer at the option of the Affiliate. Wire Transfer fees will be paid by the Affiliate. Our banking terms and conditions forbid us from paying in any form of cryptocurrency (i.e. Bitcoin, Ethereum, Litecoin) so this is unfortunately not an option.

4. Demo Access. UBITQUITY will provide the Affiliate with access, via a login and password (when requested by the Affiliate) to its interactive demo. The Affiliate shall not share login/password details including video or screenshots with any prospective customer or third party without the express written consent of UBITQUITY. The demo is only to be shown to prospective clients by the Affiliate either in person on a laptop, projection screen, or remotely via video call in service (i.e. Skype, Google Video, Uber Conference, etc).

5. Confidentiality/Public Announcement. Each party agrees to keep the contents of this Agreement and that fact that the parties are in discussions strictly confidential. The Parties agree that all press releases and public announcements relating to the subject matter of this Agreement will be made solely at the discretion of UBITQUITY.

6. Term. The term of this Agreement shall begin on the Effective Date and shall terminate on the second anniversary thereof, unless prior thereto the parties mutually agree in writing to renew this Agreement for additional terms.

7. Breach. Affiliate understands and agrees that any breach by Affiliate of the terms of this Agreement may result in UBITQUITY not paying any commission to Affiliate and termination of this Agreement.

8. Expenses. Each party will pay all of its expenses, including legal fees, incurred in connection with this Agreement, and the transactions contemplated hereby and thereby.

9. Governing Law; Dispute Resolution. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware.

In Witness Whereof, the parties by their duly authorized representatives have executed this Agreement as of the Effective Date.

(Last modified on: January 15, 2019)