Referral Agreement

This Referral Agreement (this “Agreement“) apply to each cover page or signature page executed by Hud Software Platforms Ltd. (the “Company“) and the applicable referrer identified therein (the “Referrer“) that incorporates these Agreement by reference (the “Cover Page“). The Cover Page and this Agreement together form the “Agreement”, effective on the date stated in the Cover Page (the “Effective Date“).

The “Product” means the Company services identified in the applicable Cover Page, together with all related object code, code samples, utility, application software interfaces, tools, reports and documentation pertaining thereto.

1. Services

1.1. During the Term, Referrer use best efforts to identify prospective customers and, subject to the Company’s prior written approval under Section 1.2, introduce the Company to such prospects by email, messaging applications (including WhatsApp), telephone or any other reasonable means (the “Services“). For clarity, unless the Company specifically requests otherwise in writing and the Referrer agrees in writing, the Services do not require the Referrer to sell, price, negotiate, contract with, demonstrate the Product to, or provide post-sale services to, any prospect or Designated Customer. The Company may, in its discretion, invite the Referrer to participate in periodic product, roadmap or market feedback sessions in an advisory capacity.

1.2. Prior to claiming referral fee eligibility for any prospective customer, the Referrer shall notify the Company by email of its desire to introduce such prospective customer to the Company, and the Company, in its sole discretion, may agree or decline to proceed with such introduction. The Company will use reasonable efforts to reply by email to such notification within two (2) Business Days (“Business Day” means each day other than a Saturday, Sunday or other day on which banking institutions in the State of Israel are closed). Only a prospective customer expressly approved by the Company in writing shall be deemed a customer introduced by the Referrer (a “Designated Customer“), effective as of the date the Referrer receives the Company’s written approval.

2. Obligations of Referrer

2.1. Conduct its activities pursuant to this Agreement in a manner that will reflect favorably on the Company, its goodwill and reputation, and not make false or misleading representations regarding the Company or its business.

2.2. Not, without the Company’s prior written consent, (a) make any promises, representations, warranties or guarantees with respect to the Product other than those contained in the Company’s standard order forms, license agreements, promotional materials and marketing literature; (b) negotiate, or assist in negotiating, any commercial or legal terms with any Designated Customer; (c) enter into any contracts or make any commitments on behalf of the Company; (d) accept any order, provide any quotation or receive any payment from a Designated Customer; (e) provide any post-sale services, support or account management to any Designated Customer; (f) use any Company logo, trademark or trade name, or publicly identify itself as associated with the Company or any customer advisory board of the Company, except as expressly approved in writing by the Company, which approval may be revoked at any time; or (g) subcontract or otherwise delegate performance of its services hereunder.

2.3. Comply with all applicable laws and regulations in connection with the performance of its obligations hereunder.

2.4. Obtain, secure and maintain all necessary approvals, licenses, permits and consents necessary for the performance of its obligations hereunder.

3. Relationship between the Parties

3.1. Referrer is an independent contractor and neither this Agreement nor the performance hereof shall be construed as creating between the Company and Referrer relations of employer and employee, principal and agent, parties to a joint venture, partners or any other similar relationship. The Referrer has no authority to bind the Company. This Agreement is non-exclusive, and each party remains free to work with other referral partners, advisors, customers and service providers.

3.2. Neither party shall be liable to any third party in any way for any engagement, obligation, contract, representation or transaction or for any act or omission to act of the other, and each party shall indemnify the other and hold it harmless against and from any liabilities as aforesaid.

4. Consideration

4.1. The Company will pay Referrer referral fees only as expressly set out in Section 4. Subject to the terms of this Agreement, the referral fee shall equal: seven percent (7%) of the Company’s Net Receipts from the first contract year of the first Sale of Product with a Designated Customer Generated by the Referrer. No referral fee is payable on any renewal, extension or expansion after the first contract year. As used in this Section 4, the following terms have the meanings assigned below:

4.1.1. “Sale of Product” shall refer only to a sale of the Company’s Product pursuant to a binding written agreement between the Company and a Designated Customer. A Sale of Product shall be considered to have taken place only as and when the corresponding proceeds are actually paid and transferred to the Company’s bank account in cleared funds. For the avoidance of doubt, the Product’s pricing and commercial terms are and shall remain solely determined by the Company.

4.1.2. “Generated by the Referrer” shall mean, with respect to a transaction between the Company and a Designated Customer, that (a) the prospective customer was expressly approved by the Company in writing as a Designated Customer pursuant to Section 1.2; and (b) the first transaction with such Designated Customer was signed and finalized within three (3) months following the Company’s written approval of such prospective customer as a Designated Customer, unless the parties agree in writing to extend such period. Referrer shall be paid a referral fee only with respect to transactions that satisfy the foregoing requirements.

4.1.3. “Net Receipts” shall mean amounts actually received by the Company from a Designated Customer for Sales of Product during the first contract year, excluding any set-offs, allowances, concessions, rebates, discounts, refunds, credits, chargebacks, pass-through amounts, and any import charges, governmental fees, value added tax, sales, turnover or other taxes. “First contract year” means the first twelve (12) months following the effective date of the first binding agreement between the Company and the applicable Designated Customer. “First Contract Year Committed Amount” means the aggregate amount that the applicable Designated Customer is committed to pay for the first contract year under that first binding agreement, excluding value added tax and other taxes and excluding pass-through amounts.

4.2. Subject to this Agreement, referral fees shall be paid to the Referrer within thirty (30) days after the later of: (a) the Company’s actually receipt of the applicable payment from the Designated Customer in cleared funds; and (b) the date on which the Company has received in cleared funds at least fifty percent (50%) of the First Contract Year Committed Amount from the Designated Customer, in each case against an invoice validly issued in accordance with applicable law. No referral fee shall be due or payable before the threshold in clause (b) is met. Once that threshold is met, the Company shall also pay, within the same thirty (30)-day period and against a valid invoice, any referral fee that had accrued under this Agreement on prior amounts actually received by the Company from that Designated Customer during the first contract year but had not yet become payable solely because the threshold in clause (b) had not yet been met.

4.3. The referral fees expressly provided for under this Section 4 shall constitute the total and exclusive compensation payable by the Company to Referrer hereunder, and, except as explicitly set out in this Section 4, Referrer shall not be entitled to any other compensation, commission, fee, bonus, reimbursement or payment under this Agreement. For clarity, there shall be no monetary cap on referral fees otherwise properly earned under this Section 4.

4.4. Referrer has no right to any referral fee on any amount not actually received by the Company from a Designated Customer. Referral fees paid by the Company on amounts actually received by the Company are not subject to clawback solely because the applicable Designated Customer later cancels or terminates its contract; provided that this does not limit the Company’s right to recover any payment made in error, any duplicate payment, or any amount attributable to the Referrer’s fraud, willful misconduct or breach of this Agreement.

4.5. The Referrer shall pay any and all taxes, duties, fees and/or other impositions that may be levied pursuant to applicable law upon the Referrer with regard to the provision of the services under this Agreement, including, but not limited to, value added tax and income tax, and the amounts of the aforesaid payments shall be deemed to have been included in the compensation and if any such taxes are paid by the Company, the Referrer shall reimburse the Company promptly after written notice from the Company. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to the Referrer, the Company shall withhold said tax at the rate set forth in the certification issued by the Israeli Tax Authority or any other applicable tax authority at the rate determined by said law or regulation.

5. Intellectual Property

5.1. Subject to the terms and conditions of this Agreement, the Company hereby grants Referrer a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the marks associated with the Company’s business, the Product, and/or trademarks, trade names, service marks, domain names, slogans, logos, designs and other similar means of distinction (the “Marks“), during the Term of this Agreement solely as necessary to enable Referrer to provide the Services and solely in accordance with the Company’s prior written instructions or pre-approved materials. Nothing contained in this Agreement shall be deemed to give the Referrer any right, title or interest in the Marks. Without limiting the foregoing, Referrer shall not make any press release, public announcement, social media post, or other public use of the Company’s name or Marks, or identify itself publicly as a member of any customer advisory board of the Company, without the Company’s prior written approval, which approval may be revoked at any time upon written notice.

5.2. Referrer acknowledges that the exclusive right, title and interest in and to any and all intellectual property rights, including without limitation the Marks, in connection with the Product belong to the Company, its affiliates and other related entities, and that the Referrer is not granted any right or license hereunder to the Company’s Product, except as expressly set out herein. The Referrer represents and warrants that it shall not do, or cause to be done, any act contesting or in any way impairing any portion of the Company’s intellectual property rights. To the extent Referrer provides the Company with any ideas, suggestions, recommendations, enhancement requests, product roadmap input, or other feedback in connection with the Services or any advisory board participation (“Feedback“), all right, title and interest in and to such Feedback shall vest exclusively in the Company, and Referrer hereby irrevocably assigns to the Company all right, title and interest it may have in and to such Feedback.

6. Confidential Information

All information furnished by the Company to the Referrer with regard to the Product, the referral fees, and any activities of the Company, including but not limited to the business, marketing and sales plans of the Company, customer lists, pricing, strategy, designs, manufacturing processes and other technical information pertaining to the intellectual property rights of the Company or to the Product (“Confidential Information“), shall be deemed to have been furnished in confidence and shall not be used by Referrer for any purpose whatsoever other than Referrer’s performance hereunder. Confidential Information shall not include information that the Referrer can demonstrate by written records: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the Referrer without restriction on use or disclosure before receipt from the Company; (iii) is lawfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of or reference to the Company’s Confidential Information. Referrer shall take all necessary precautions and maintain strict safeguards to hold such Confidential Information in strict confidence, shall exercise at least reasonable care to preserve and safeguard it, and shall not publicly use the Company’s name or any Confidential Information without the Company’s prior written approval. Upon request by the Company, and in any event upon termination of this Agreement, Referrer shall promptly return or destroy all Confidential Information in its possession or control, save for archival copies maintained solely to the extent required by applicable law.

7. Representations of the Parties

7.1. Each party represents and warrants that (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) it has full power and authority to enter into and perform this Agreement; (iii) all actions required to authorize the execution, delivery and performance of this Agreement have been duly taken; (iv) this Agreement constitutes its valid and binding obligation, enforceable against it in accordance with its terms; and (v) the execution, delivery and performance of this Agreement do not and will not conflict with, or constitute a default under, any law or any agreement or obligation binding on it.

8. Term; Termination

8.1. The term of this Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with this Agreement (the “Term“).

8.2. Either party may terminate this Agreement immediately at any time upon written notice to the other party. Termination or expiration shall not affect the Company’s obligation to pay referral fees that were earned prior to the effective date of termination. In addition, if the first binding agreement between the Company and a Designated Customer became effective before the effective date of termination or expiration, Referrer shall remain eligible to receive referral fees on Net Receipts from the first contract year of that agreement, subject in all cases to Section 4.

8.3. Upon termination or expiration of this Agreement, Referrer will, within seven (7) days, return or destroy all Confidential Information, documentation, catalogues and literature in its possession, custody or control, in whatever form held, except to the extent retention is required by applicable law. Sections 3, 4 (to the extent of payment obligations accrued or continuing thereunder), 5, 6, 7, 8, 9 and 10 shall survive termination or expiration of this Agreement.

8.4. Following the termination or expiration of this Agreement, Referrer shall cease holding itself out as associated with the Company and shall not knowingly interfere with the Company’s ongoing business relationships with Designated Customers.

9. Liability

9.1. Except for the Company’s express payment obligations under Section 4, the Company shall have no liability to Referrer with respect to claims arising out of, in connection with, or resulting from this Agreement or the performance thereof, whether in contract, tort (including negligence of any degree) or otherwise.

9.2. Referrer shall indemnify the Company from and against all claims, liabilities, damages, losses, costs and expenses, including legal fees, arising out of the performance of Referrer under this Agreement that are caused in whole or in part by Referrer’s act, error, or omission, or that of anyone employed by or providing services to Referrer, or the breach of or failure to comply with any provision of this Agreement.

10. Miscellaneous

10.1. No amendment to this Agreement shall be effective unless it is in writing and signed by a duly authorized representative of each party.

10.2. Any notice, declaration or other communication required or permitted under this Agreement must be in writing and delivered personally, by courier or by email to the addresses or email addresses set out in the applicable Cover Page, or to any updated address or email address notified in writing by a party to the other party.

10.3. Referrer shall not be entitled to assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Company, and any purported assignment without such prior written consent shall be null and void. The Company may assign this Agreement, in whole or in part, without the Referrer’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or business to which this Agreement relates.

10.4. This Agreement shall be and governed in all respects by, the laws State of Israel. The appropriate courts in Tel Aviv – Jaffa, Israel, shall have the sole and exclusive jurisdiction in any dispute or controversy arising hereunder, related to, or in connection with this Agreement.

10.5. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single Agreement.