Agreement

Referral Program Agreement

This agreement (“Agreement”) is entered between Xano. (“Company”), and Referral partner (“Referrer”), using the name and address submitted when completing the referral partner application. Whereas, Referrer has experience, business relationships, and network contacts within its industry, stands in a position to act as a Referrer with Xano; Whereas, Referrer will participate in Xano’s lead referral program in which Referrer will provide Xano with a potential customer identified by Referrer (“Leads”) in exchange for which Xano will pay certain commissions as described below. Whereas, Xano desires to engage the Referrer for the purposes of marketing and selling Xano’s Software and Services; and Therefore, in consideration of the following conditions set for the in this Agreement, the parties agree to the following.

Defined Terms

Actively Participate

Shall mean Referrer’s active engagement in the introduction of a Lead to Xano through an email; an in-person introduction; a telephone introduction; through a joint sales call; via the Xano shopping cart (most common method), or by using the referral form located at the Xano partner program website.

Material Support

Shall mean Referrer’s continued support of Xano through the sales process

Commissionable Lead

Shall mean a Lead for which Referrer is eligible under Section 2.a. to be paid a commission because the Lead has become a customer of Xano by executing a Xano Service Agreement for use of a Xano Service.

Xano Lead Form or “RLF”

Shall mean a standard form generated by Xano to be used by Referrer to identify a referred Lead for purposes of qualifying the Lead as a Commissionable Lead. Some leads will purchase via the Xano shopping cart.

Lead Referral Date

Shall mean the date Xano receives the RLF.

Service

Shall mean the on-line “Software as a Service” business application known as Xano or similar or successor product, which Xano licenses to Customers.

Relationship

2. Referrer is not an agent or legal representative of Xano for any purpose, and has no authority to act for, bind or commit Xano.

2.1 Referrer has no authority to make any commitment on behalf of Xano with respect to quantities, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications. Reseller has no authority to modify the warranty offered with Xano products.

3. Referrer will not represent itself in any way that implies Referrer is an agent or branch of Xano. Referrer will immediately change or discontinue any representation or business practice found to be misleading or deceptive by Xano immediately upon notice from Xano.

Term, Limitations, Termination

3.1 The term of this Agreement is twelve (12) months from the date of acceptance by Referrer and Xano. This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement.

3.2 Xano or Referrer may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.

3.3 Xano may, from time to time, give Referrer written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice.

TERMS AND CONDITIONS OF LEAD REFERRAL AND ACCEPTANCE

Referrer’s Identification and Referral of Leads: Referrer acknowledges and agrees that in order for a Lead to qualify as a Commissionable Lead, the following must have occurred: Referrer must have provided valid details of the Commissionable Lead to a Xano and

Referrer must have timely documented the introduction of the Lead on a Xano Lead Form (“RLF”) and must have submitted the completed RLF to Xano for review; and

Xano must have reviewed Referrer’s RLF and accepted the Lead as commissionable (i.e., not rejected the Lead for any of the reasons stated in the Exclusions section below, or otherwise); or

Customer has completed an online order via the Xano shopping cart (using the Xano referral link that contains Referrer’s referral code).

Referrer acknowledges and agrees that no commission will be paid to Referrer by Xano for the referral of a Lead:

that was an existing customer of Xano’s at the time of the referral; or

with whom Xano was already involved in preliminary or advanced discussions relating toward the sale of a license to Lead (as of the date of the RLF); or

for whom a RLF (or similar document) has previously been submitted to Xano by Referrer or any other third party; or

Referrer acknowledges that it shall be solely responsible for and shall bear all costs associated with Referrer’s development of any Leads for referral to Xano.

Xano’s Obligations Upon Lead Referral

Xano hereby authorizes Referrer to refer Leads to Xano in exchange for the remuneration listed in Exhibit “A.”

Xano shall upon submission of a RLF from Referrer promptly review the RLF to determine whether to accept or reject the Lead as commissionable under the conditions of lead referral and acceptance section above, or other commercially reasonable reason as determined by Xano.

Xano will notify Referrer within 24-48 hours during business days (“Notification Date”) of receipt of the RLF as to whether the Lead submitted by Referrer to Xano is commissionable.

Upon acceptance of a Lead as commissionable, Xano shall be solely responsible for all costs associated with the sale of a License to said Lead.

Mutual Obligations Re: Lead Development/Sale

Each Party will cooperate with the other to develop and execute a strategy to best serve the needs of the Commissionable Lead, including how the Parties will work separately or together, if at all, regarding the Lead.

Each Party will, upon request of the other Party, provide the other with non-confidential information it has regarding a Lead in order to assist the other party in (i) verifying the eligibility of the Lead as commissionable; and/or (ii) successfully soliciting the Lead to purchase Xano products. This can be relayed via email, or by phone, but it is typically referred within the Online Referral Form found at the Xano partner program website. It does not apply if the referral completed an order within the Xano shopping cart.

Each Party will, upon request of the other Party, in its reasonable discretion, provide the other Party with information regarding its services and/or products. Such information shall include sales and marketing materials and informal training. Any training provided under this Section shall be conducted at mutually agreed times and places and shall be conducted in accordance with the training Party’s discretion.

Each Party will conduct all of its business in its own name and in a businesslike and professional manner. Referrer will not make any representations or guarantees concerning the Xano Services. Product guarantees are contained within the Xano end-user license agreement.

COMMISSIONS/REFERRAL FEES

Subject to the terms and conditions of this Agreement, Xano will pay Referrer a commission as determined by the schedule set forth in Exhibit “A” for each Commissionable Lead referred by Referrer to Xano in compliance with the requirements of Section 2 above, that enters into a License Agreement with Xano. The payment of commissions will be made in U.S. Dollars. Referrer shall be solely responsible for payment of any and all national, state, and local taxes and charges arising from or imposed on the payments made to Referrer by Xano.

Payment Timing. Commissions under this Section shall be due no later than the last day of the “30-day period” following the “30-day period” after Xano actually receives the applicable payment of fees from the Commissionable Lead, but in no case earlier than the expiration of any return period agreed to by Xano and the Commissionable Lead.

This agreement is accepted when you click “submit” during the referral program application process.

EXHIBIT A – PARTNER COMMISSION FORMULA

For each Commissionable Lead, Xano will pay Referrer as specified below, of the Monthly Contract Value for Xano’s Software as a Service that is actually received and earned by Xano from the Commissionable Lead over the first year.

All actual amounts are redacted for confidentiality within this preview version of the agreement. Amounts can be obtained via phone or email from the partner manager, but will also be contained in the referral partner acceptance email.

ENTERPRISE ACCOUNTS

When it comes to Enterprise accounts, commission structures can vary widely depending on the specific scenario. Unlike standardized commission rates for retail, individual accounts, or agency accounts, Enterprise accounts often involve more complex negotiations and tailored solutions, which can result in custom commission structures to the referring party. Factors that may influence the commission rates for Enterprise accounts could include the size of the account, the length of the contract, the types of products or services being offered, and the level of support required. As a result, it's common for companies to work closely with their Enterprise clients to determine the most appropriate Xano setup structure that will align with both parties' interests and objectives.