These terms and conditions are entered into by and between you, as a referral source (“You,” or “Referring Party”) and Decima, LLC (“Career Club”). The following terms and conditions, together with any documents they incorporate by reference (collectively, the “Agreement”), govern your access to, use of, and participation in certain referral programs that Career Club may make available to you from time to time (collectively, the “Referral Program”).

Please read the Agreement carefully before accessing or using any feature of the Referral Program. By using the Referral Program or by clicking to accept or agree to this Agreement when this option is made available to you, you accept and agree to be bound and abide by this Agreement, in addition to any Terms of Use and/or Privacy Policy that apply to any website or other location at which you access the Referral Program. If you do not want to agree to this Agreement, you must not access or use the Referral Program.

WHEREAS, Career Club is in the business of providing a software platform and/or service offerings (“Platform”) by which Career Club’s customers may receive certain goods and services related to career development;

WHEREAS, the parties believe that from time to time Referring Party may be able to introduce potential customers to certain goods and services available via the Platform;

WHEREAS, in the event a potential customer introduced to the Platform by Referring Party obtains certain goods and services for which referral incentives have been made available, Career Club desires to provide Referring Party with certain benefits as specified by this Agreement.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. REFERRALS
a) Promoted Services. Only certain goods and services that Career Club offers, whether through the Platform or
otherwise, are part of the Referral Program. The goods and services that are part of the Referral Program are
identified on Exhibit A attached hereto (each a “Promoted Service”). Career Club will not under any circumstance owe any compensation or benefit to Referring Party for: (i) referral activities not related to Promoted Services, or
(ii) referral activities not in accordance with the terms of this Agreement.
b) Leads; Referral Codes. Career Club may provide Referring Party with information indicating the types of leads
that are most relevant to Career Club (“Referral Guidance”). Referring Party shall, based on the Referral Guidance, use reasonable efforts to engage with and introduce prospective customers and leads to the Platform (each a “Lead”). Career Club may provide Referring Party with one or more unique codes, or tools that Referring Party may use to generate unique codes that will uniquely identify the Referring Party as the source of a particular Lead (a “Referral Code”). When generating Leads and/or distributing Referral Codes, Referring Party shall avoid any activities that might negatively impact public perceptions of Career Club or the Platform (e.g., spam mail, social media posts, form posts, or other communications, unsolicited or unwelcome communications, etc.).
c) Lead Acceptance & Conversion. In order to be credited for a particular Lead, that Lead must provide or utilize a valid Referral Code when requesting or engaging with a Promoted Service. Career Club 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. If Career Club accepts a Lead for a particular Promoted Service, such Lead provides Career Club a valid and unexpired Referral Code for such Promoted Service, and such Lead provides Career Club payment for such Promoted Service (a “Conversion”), then the Referring Party that is associated with that Lead’s Referral Code shall receive the compensation or benefits associated with that Promoted Service as set forth in Exhibit A and Section 2 below.

2. COMPENSATION
a) Referral Fee Payments. Where Exhibit A provides for payment of a referral fee, Career Club shall pay the Referring Party a one-time referral fee per Conversion (a “Referral Fee”). Referral Fees will be paid to the Referring Party within 90 days of the date of Conversion. Referring Party agrees that payment of Referral Fees is dependent upon Career Club’s receipt of payment from a Conversion, and Referral Fees that are owed to Referring Party for successful Conversions may be set-off against Referral Fees that have already been paid to Referring Party for a failed Conversion (e.g., a Conversion whose payment for the Promoted Services subsequently fails or is reversed for any reason, such as a credit card chargeback).
b) Client Benefits. Where Exhibit A provides certain benefits to a client or customer of Referring Party, such as
discounts or exclusive offers to use Promoted Services (each a “Client Benefit”), Career Club will, as a benefit to
Referring Party, pass such Client Benefits on to each Conversion.
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 as expressly provided herein.

3. REPRESENTATIONS. Referring Party agrees not to represent itself as an agent or employee of Career Club. Referring Party shall not make any representations regarding Career Club or its products or services except as consistent with the written descriptions provided by Career Club to Referring Party. Referring Party agrees not to engage in any deceptive, misleading, illegal or unethical practices that may be detrimental to Career Club or its products or services 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 Career Club (including ceasing all use of any Career Club marketing materials, logos or web site links) and to return to Career Club all property of Career Club (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, and (ii) provided termination is not for breach by Referring Party, Career Club agrees to pay Referring Party any Referral Fees for Conversions that occur subsequent to termination, while the applicable Referral Codes remain valid and unexpired.
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 Career Club possesses certain confidential
information, including all information and materials belonging to, used by, or in the possession of Career Club (and each of its affiliates) relating to its 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 term 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 Career Club, whether or not prepared in whole or in part by Career Club and whether or not disclosed to or entrusted to Referring Party’s custody. Referring Party agrees that it shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of Career Club.

6. DAMAGES LIMITATION; INDEMNIFICATION. IN NO EVENT SHALL CAREER CLUB 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 CAREER CLUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CAREER CLUB BE LIABLE FOR ANY AMOUNTS HEREUNDER IN EXCESS OF THE TOTAL FEES PAID TO REFERRING PARTY IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. Referring Party shall indemnify and hold harmless Career Club from and against any third party claims, losses or damages of any type suffered by Career Club 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 or joint venture of Career Club. Nothing in this Agreement shall be construed as creating the relationship of employer and employee between Referring Party and Career Club. Referring Party is not entitled to participate in any benefits provided by Career Club, including but not limited to its pension plans, bonus, stock or similar benefits that Career Club makes available for its employees. Referring Party is responsible for all applicable taxes on remuneration received from the Career Club. This Agreement is non-exclusive and shall not in any way prohibit either party from entering into like arrangements with any other party.

8. CHANGES TO TERMS AND CONDITIONS. We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Referral Program thereafter. Your continued use of the Referral Program following the posting of a revised Agreement means that you accept and agree to the changes.

9. GENERAL. This Agreement shall be governed by the laws of the State of Ohio without regard to conflicts of law’s provisions thereof. Unless waived by Career Club in its sole discretion, the jurisdiction and venue for actions related to the subject matter hereof shall be located in the state and federal courts of Ohio, proximately located to the Cincinnati metropolitan area, and both parties hereby submit to the personal jurisdiction of such courts. 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.

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). 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.
Referring Party may not assign or transfer this Agreement, in whole or in part, directly or by operation of law, without Career Club’s prior written consent.