(1/24/23)
REFERRAL AGREEMENT

THIS REFERRAL AGREEMENT (“Agreement”) is entered into by and between KARCHING, INC., a Nevada corporation, (the “Company”), with a principal place of business at 418 N Clark St, Chicago, Illinois 60654 and Your Driver Education School (“Referring Party”).

The Company and Referring Party are sometimes referred to individually as a “Party” and collectively as the “Parties”.

RECITALS:
The Company is in the business of providing a proprietary cash-based incentives and social driving platform application built for young drivers and their parents (“KarChing App”), which includes various components, including (a) a no-fee program to track driver hours (“Hours Tracking”), as well as a fee-based subscription program that rewards young drivers for no-phone usage and other distraction-free, safe behavior while driving after obtaining their driver licenses (“Subscription Services”), and (b) an auto insurance quoting, purchase and binding process to buy insurance from various insurance carriers (“Insurance Referral Services”);
Referring Party operates a driver education program, driving school or similar program for young drivers or otherwise works with young drivers and/or parents of young drivers; and the Company is actively enrolling users in the KarChing App, including for Hours Tracking, Subscription Services and Insurance Referral Services; and
The Company agrees to pay Referring Party a fee to refer students, their parents and other users to the KarChing App, to use Hours Tracking, Subscription Services and Insurance Referral Services, and Referring Party desires to refer students, their parents and other users to the KarChing App, to use Hours Tracking, Subscription Services and Insurance Referral Services on an exclusive basis in exchange for a referral fee, on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT:
NOW, THEREFORE, for and in consideration of the premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Definitions. The following terms shall have the meanings ascribed to them below:
(a) “Co-Branded Webpage” means a webpage on the Referring Party’s website co-branded by Referring Party and the Company, promoting the KarChing App, including Hours Tracking, Subscription Services and Insurance Referral Services, and driving Prospects to the KarChing Website.

(b) “Data Sheet” means Exhibit A attached hereto and hereby incorporated into this Agreement.
(c) “KarChing Website” means the Company’s website promoting the Company and its products and services, including Hours Tracking, Subscription Services and Insurance Referral services.

(d) “Prospects” means students, parents and other potential Users referred to the Company by Referring Party who have not yet converted to or otherwise become Users.

(e) “Referral Fee ” means the per User per month amount set forth in the Data Sheet to be paid to Referring Party from Subscription Fees actually received by the Company from Users referred by Referring Party who converted to or otherwise enrolled in the Subscription Services and are paying Subscription Fees, as more fully set forth in Section 3 below or the one-time per new insurance policy sold to app user’s family and or app user to be paid to the Referring Party from Commission Fees actually received by the Company.

(f) “Subscription Fees” means the monthly fees paid by Users to the Company to use the Subscription Services.

(g) “Commission Fees” means the one-time fee paid by Insurance Carrier to the Company to for the sale of an insurance policy.

(h) “Users” means Prospects who have converted to or otherwise enrolled in the Subscription Services and are paying monthly Subscription Fees.

2. Services.
2.1 Referring Party’s Services. In exchange for the Referral Fee, Referring Party will refer Prospects to the KarChing App to use Hours Tracking, Subscription Services and Insurance Referral Services, including, without limitation, (a) providing Prospects with information about the KarChing App, Hours Tracking, Subscription Services and Insurance Referral Services, (b) referring Prospects to the KarChing Website and/or the Co-Branded Webpage, (c) providing Prospects with the website addresses to the KarChing Website and the Co-Branded Webpage, (d) encouraging Prospects to use the KarChing App, including Hours Tracking, Subscription Services and Insurance Referral Services, (e) encouraging Prospects to become Users, and (f) related services (collectively, the “Services”).
2.2 Exclusive Referrals. During the Term, Referring Party agrees to perform the Services to the Company on an exclusive basis and to perform similar services for, including, without limitation, not referring Prospects to, any other company or organization offering services similar or somewhat similar to the services available on the KarChing App, including Hours Tracking, Subscription Services and Insurance Referral Services.
2.3 Co-Branded Webpage. Referring Party will promote the KarChing App, including Hours Tracking, Subscription Services and Insurance Referral Services, via a Co-Branded Website, which will include a link to the KarChing App. Referring Party will use information and materials about the Company, the KarChing App, including Hours Tracking, Subscription Services and Insurance Referral Services, provided or approved by KarChing.
2.4 No Authority to Make Representations or Warranties. Referring Party acknowledges and agrees that it has no authority whatsoever to make, and Referring Party agrees that it will not make, any representations, warranties or guaranties about the Company or the KarChing App, including Hours Tracking, Subscription Services and Insurance Referral Services.
2.5 Company Marks. Referring Party agrees to use the Company’s trademarks and service marks (the “Company Marks”) only to perform the Services, including to promote the KarChing App, Hours Tracking, Subscription Services and Insurance Referral Services, and for no other purpose. Additionally, Referring Party agrees to use the Company’s Marks in accordance with the guidelines and specifications required by the Company from time to time.
2.6 No Exclusivity to Referring Party. Referring Party acknowledges and agrees that the rights granted to Referring Party hereunder are not exclusive, and that nothing in this Agreement is intended to or shall prohibit the Company from working with any other business or entity, including, without limitation, school systems, driver’s education programs, driving schools, and insurance companies, whether or not providing similar or somewhat similar goods and services as Referring Party. The Company will not solicit, and will not encourage any third party to solicit, students, parents or other prospects or users to terminate their business relationship with Referring Party.
2.7 Referring Party Representations and Warranties. Referring Party represents and warrants that it has all rights necessary to enter into this Agreement, perform the Services and otherwise comply with this Agreement.
3. Referral Fee.
(a) Payments; Taxes. Referring Party will be compensated for performing the Services under this Agreement as set forth below. No other fees and/or expenses will be paid to Referring Party, unless such fees and/or expenses have been approved in advance in writing by the appropriate Company executive. Referring Party shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation. Referring Party hereby indemnifies, defends and holds the Company harmless from, any claims, losses, costs, fees, liabilities, damages or injuries suffered by the Company arising out of Referring Party’s failure with respect to its obligations in this Section 3 or Section 4 below.
(b) Users Must Pay Subscription Fees. The Company will pay Referring Party a Referral Fee for each User that converts to or otherwise enrolls in Subscription Services and pays monthly Subscription Fees for such Subscription Services, if and when the Subscription Fees are received by the Company. Referral Fees will be paid only for Users that pay the monthly Subscription Fees for the Subscription Services, as set forth in this Agreement.
(c) Referral Period. Referral Fees will be paid monthly up to 24 consecutive months (the “Referral Period”), commencing on the date the User pays the first month’s Subscription Fees and continuing monthly thereafter during each month that such User continues to pay the monthly Subscription Fees. If this Agreement expires or is terminated, the provisions of Section 8.4 below shall apply.
(d) Tracking; Reporting. The Company will provide to Referring for distribution to Prospects information about the KarChing App, including Hours Track and the Subscription Services. The Company will also provide information to Referring Party on the procedures to be used to track Users referred by Referring Party that convert to or otherwise enroll in the Subscription Services, Subscription Fees paid by eligible Users, and reporting for tracking and paying Referral Fees, which may be provided via an online dashboard.
(e) Exceptions to Payment. No Referral Fee will be paid for any User where: (a) the User only uses free services, such as, without limitation, Hours Tracking, on the KarChing App; (b) the User does not convert to or otherwise enroll in the Subscription Services and does not pay Subscription Fees; (c) the User converts to or otherwise enrolls in Subscription Services but does not pay Subscription Fees for any reason whatsoever; (d) the Company does not actually receive Subscription Fees from such User for any reason whatsoever; (e) Subscription Fees are paid to the Company for any month after expiration or termination of this Agreement or the Referral Fee Period if the Referral Fee expires after termination or expiration of the Agreement; (f) a User previously converted to or was otherwise previously enrolled in Subscription Services and paid Subscription Fees and subsequently re-converts or re-enrolls in Subscription Services such that such “user” is not a “new User”; and/or (g) the User is otherwise not an eligible User for any reason whatsoever, provided that the Company is not withholding Referral Fees on such User for the purpose of circumventing this Agreement.
(f) Timing of Payment. The Referral Fee generally will be paid in the month following the month in which the Company actually receives the Subscription Fees or Insurance Policy Sale Commission, unless the Subscription Fees or Insurance Policy Sale Commission are received late in the month, which may delay payment of the Referral Fee by another month.
(g) Refunds. Referring Party agrees that, if for any reason the Company refunds any Subscription Fees on which Referring Party was paid Referral Fees, the Referral Fees corresponding to such refund will be deducted from the Referral Fees due (or coming due in the future) to Referring Party or, if no Referral Fees are due or no future Referral Fees will be coming due to Referring Party, Referring Party will refund such amount to the Company within 30 days after receipt of written notice (which may include email) that such amount is due and owing to the Company.
4. Relationship of the Parties. Referring Party enters into this Agreement as, and shall continue to be, an independent contractor. All Services shall be performed only by Referring Party and Referring Party’s employees. Under no circumstances shall Referring Party, or any of Referring Party’s employees or contractors, look to the Company as his/her employer, or as a partner, agent or principal. Neither Referring Party, nor any of Referring Party’s employees or contractors, shall be entitled to any benefits accorded to the Company’s employees, including, without limitation, worker’s compensation, disability insurance, vacation or sick pay. Referring Party shall be responsible for providing, at Referring Party’s expense, and in Referring Party’s name, unemployment, disability, worker’s compensation and other insurance, as well as licenses and permits usual or necessary for conducting the Services, in accordance with applicable laws.
5. Warranties and Remedies.
5.1 No Warranties. THE KARCHING APP, AND THE SERVICES AND PROGRAMS ON THE KARCHING APP, INCLUDING, WITHOUT LIMITATION, HOURS TRACKING, SUBSCRIPTION SERVICES AND INSURANCE REFERRAL SERVICES, ARE PROVIDED “AS-IS, WHERE-IS, AND WITH ALL FAULTS”. REFERRING PARTY ACKNOWLEDGES THAT THE COMPANY MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WITH RESPECT TO THE KARCHING APP OR ANY OF THE SERVICES OR PROGRAMS ON THE KARCHING APP, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND INCLUDING, WITHOUT LIMITATION, REGARDING ACCESS TO OR AVAILABILITY OF THE KARCHING APP OR THE PROGRAMS OR SERVICES ON THE KARCHING APP, THE FUNCTIONALITY OF THE KARCHING APP, AVAILABILITY OR RELIABILITY OF THE INTERNET, OR THAT THE KARCHING APP WILL BE FREE OF ERRORS. THE COMPANY ACKNOWLEDGES THAT REFERRING PARTY MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WITH RESPECT TO THE NUMBER OF PROSPECTS OR USERS IT WILL REFER TO THE COMPANY.
5.2 REFERRING PARTY’S REMEDY. REFERRING PARTY’S REMEDY, IF ANY, FOR ANY BREACH OF THIS AGREEMENT BY THE COMPANY SHALL BE SOLELY ACTUAL DAMAGES, UP TO THE AMOUNT OF SUBSCRIPTION FEES AND INSURANCE COMMISION FEES RECEIVED FROM USERS REFERRED BY REFERRING PARTY IN THE LAST SIX (6) MONTHS FROM THE DATE OF THE INCIDENT, AND REFERRING PARTY SHALL LOOK SOLELY TO THE COMPANY FOR RECOVERY OF SUCH DAMAGES. REFERRING PARTY WAIVES AND RELINQUISHES ANY RIGHT REFERRING PARTY MAY OTHERWISE HAVE TO OBTAIN INJUNCTIVE OR EQUITABLE RELIEF AGAINST ANY THIRD PARTY WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT. REFERRING PARTY SHALL LOOK SOLELY TO THE COMPANY FOR ANY COMPENSATION WHICH MAY BE DUE TO REFERRING PARTY HEREUNDER.
5.3 LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY THEORY INCLUDING CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, SECURITY BREACH, LOSS OF USE OF HARDWARE, DOWNTIME, LOSS OF GOODWILL, LOSS OF BUSINESS, OR SYSTEMS MALFUNCTION, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Protection of Company’s Confidential Information.
6.1 Each Party will protect the other’s Confidential Information at all times and in the same manner as each protects the confidentiality of its own proprietary and confidential materials, but in no event with less than a reasonable standard of care. Each Party must not disclose any Confidential Information to any third party or give any third party access thereto. Either Party shall only disclose the Confidential Information to its employees, contractors, agents and professional advisors who need to know such information for purposes of performing their obligations under this Agreement and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement. “Confidential Information” means: (a) information or material that has been marked or designated in writing by the disclosing Party at the time of disclosure as proprietary or confidential; (b) personal data; (c) the disclosing Party’s information, documents, computer programs and documentation, reports, financial or other data, records, forms, tools, products, services, methodologies, present and future research, technical knowledge, marketing plans, business plans, trade secrets, customer lists and data (including User Information), and any other any other material or information of the disclosing Party that due to its character and nature a reasonable person under like circumstances would treat as confidential, whether tangible or intangible and whether or not stored, compiled, or memorialized physically, electronically, graphically, in writing, or by any means now known or later invented, and including any work product and information developed during the performance of this Agreement. By way of example and without limitation, Company Confidential Information includes the software that comprises the KarChing App, including, Hours Tracking, Subscription Services and Insurance Referral Services, any and all information concerning discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research techniques, user and vendor lists, marketing, sales or other financial or business information, scripts, and all derivatives, improvements and enhancements to the KarChing App, including Hours Tracking, Subscription Services and Insurance Referral Services. Company Confidential Information also includes like third-party information which is in the Company’s possession under an obligation of confidential treatment. Confidential Information of the disclosing Party also includes any third-party confidential informaiton in the control or possession of the disclosing Party. Additionally, the terms of this Agreement are the Confidential Information of both Parties. This Agreement may be disclosed by the receiving Party in proper bona fide due diligence processes in business transactions in accordance with industry standards and subject to a nondisclosure obligation imposed on the receiving party similar to the obligations in this Agreement.
6.2 Exceptions. Confidential Information shall not include information that: (i) is already lawfully known to the recipient at the time of disclosure; (ii) is or becomes publicly known through no wrongful act or failure of recipient; (iii) is independently developed by recipient without benefit of the other Party’s Confidential Information; or (iv) is received from a third party without further restrictions on disclosure, which is not under and does not thereby breach an obligation of confidentiality to the disclosing Party.
6.3 Aggregated Anonymous Data. “Aggregated Anonymous Data” means performance data collected by the Company pertaining to use of the KarChing App, including Hours Tracking, Subscription Services and Insurance Referral Services, including number of Prospects, number of Users, Subscription Fees, length of subscriptions, “awards”, breakage frequency and causes, support call trends, and similar data, where such data is anonymized so that there is no personally identifiable information in such data and/or no Prospect or User specific information in such data. Aggregated Anonymous Data shall constitute Company Confidential Information and/or Company trade secrets and shall be owned exclusively by the Company.
6.4 No Reverse Engineering. Referring Party agrees that in no event shall Referring Party or any employee, vendor, contractor or agent of Referring Party reverse engineer or decompile the KarChing App, including Hours Tracking, Subscription Services and Insurance Referral Services, or any other software or programs that are the property of the Company. Additionally, Referring Party agrees that it will not provide copies of or access to the KarChing App, including Hours Tracking, Subscription and Insurance Referral Services, to anyone other than Prospects and Users in connection with the performance of the Services under this Agreement.
6.5 Protection of Access, Passwords and Codes. Referring Party will protect all passwords, codes and access to the KarChing App, including Hours Tracking, Subscription Services and Insurance Referral Services, at all times and in the same manner as it protects its Confidential Information and its other passwords, codes and access to its own systems but in no event with less than a reasonable standard of care.
6.6 Press Releases and References. The Company may identify in public Referring Party by name as a client in positive references of the existence of the Company-Referring Party relationship, including but not limited to in press releases.
6.7 Existing Confidentiality Agreement. The provisions and obligations set forth in this Section 6 are in addition and supplemental to any separate confidentiality and non-disclosure agreement entered into by the parties.
7. Intellectual Property. Referring Party agrees that, as between the Parties, the Company owns the KarChing App, including Hours Tracking, Subscription Services and Insurance Referral Services, and all intellectual property and other proprietary rights in registration and applications related to such property, including, without limitation, property subject to protection by intellectual property laws (relating to patents, trademarks and copyrights), laws pertaining to trade secrets or unfair competition, similar laws protecting intangible property (database or information protection laws) and information not protectable by the preceding laws yet otherwise protectable (all of such property being referred to herein as “Intellectual Property).
8. Term; Termination of Agreement.
8.1 Term. This Agreement shall be effective for a period of 24 months (the “Initial Term”), commencing on the Effective Date set forth above and expiring 24 months thereafter, unless sooner terminated by either Party or further extended as set forth below. The “Term” means the Initial Term, together with any Renewal Term.
8.2 Renewal Term. Upon expiration of the Initial Term, this Agreement will automatically renew for one additional 12-month period (the “Renewal Term”), unless either Party gives written notice of non-renewal or termination as set forth in Section 8.3 below
8.3 Termination. This Agreement is terminable by either Party at any time, with or without cause, effective upon 30 days’ prior written notice to the other Party. This Agreement shall automatically terminate upon Referring Party’s death (if Referring Party is an individual) or dissolution (if Referring Party is an entity). Additionally, either Party may terminate this if the other Party breaches this Agreement and fails to cure such breach within 10 days following written notice describing such breach with specificity by the non-breaching Party. For purposes hereof, “cause” means an uncured breach or default by the other Party.
8.4 Obligations Upon Expiration or Termination. If this Agreement expires or if either Party terminates this Agreement for any or no reason whatsoever, any obligation a Party may otherwise have under this Agreement shall cease immediately, except that: (a) the Company shall compensate the Referring Party for all Referral Fees accrued but not yet paid as of the expiration date or the effective date of termination, (b) those obligations by their nature which are intended to survive expiration or termination of this Agreement shall so survive; and (c)(i) if this Agreement expires prior to expiration of the 24-month period or is earlier terminated either by Referring Party for cause or by the Company without cause, then the Referral Fee will continue to be paid for up to 24 consecutive months for each month that such User pays the monthly Subscription Fees; or (ii) if this Agreement is earlier terminated by Referring Party without cause or by the Company for cause, the Referral Fee will be paid up to and including the effective termination date, and in such event the Referral Period will mean such shorter period.
9. Indemnification.
9.1 Indemnification Obligations. Each Party (“Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party, the other Party’s affiliates and its and the other Party’s respective officers, directors, shareholders, members, managers, employees, contractors, successors and assigns (“Indemnified Party”), referring to the “Company Indemnified Party” and the “Referring Party Indemnified Party”, respectively) from and against any and all claims, suits, actions, causes of action, arbitration or proceeding, losses, liabilities, damages, costs and expenses, including, without limitation reasonable attorneys’ fees, of any nature whatsoever (“Liabilities”) incurred prior to, during or after trial, bankruptcy proceeding or any alternative dispute mechanism, and including but not limited to tax liability, interest and penalties) that Indemnified Party incurs or becomes obligated to pay due to: (a) as to Referring Party Indemnified Party, any third-party claim of patent, copyright or other intellectual property infringement, trade secret misappropriation or other similar claims due primarily to the Company’s systems, software or programs, including the KarChing App ; except, however, to the extent such Liability results from the Referring Party Indemnified Party’s failure to use the Company’s systems, software or programs, including, without limitation, the KarChing App and the Subscription Services and Insurance Referral Services, in accordance with the terms and conditions of use or this Agreement; (b) as to the Company Indemnified Party, any third party claim, including any student, parent or other person or entity, to the extent alleging that the Company, its systems, software, programs, or services, including, without limitation, the KarChing App or the Subscription Services or the Insurance Referral Services, contributed to or was the cause of any driving accident or any personal injury, death or property damage; (c) property damage or personal injury caused by the negligent or willful acts or omissions by Indemnifying Party or Indemnifying Party or its employees or contractors; or (d) illegal acts or omissions, or violation of any governmental laws, rules, ordinances or regulations, by Indemnifying Party or its employees or contractors; (e) any claim related to an actual or suspected breach of confidentiality, intellectual property, personal information or privacy to the extent caused by Indemnifying Party’s negligence or willful misconduct; in each instance with respect to Subsections 9.1(a) through (e), except and the extent due to the negligence or willful misconduct of the Indemnified Party or its employees or contractors. With respect to a claim of the nature set forth in Subsection 9.1(a), the Company shall have the right to require a reasonable workaround, at the Company’s expense, to avoid such claim, and such Referring Party Indemnified Party shall promptly implement such workaround.
9.2 Indemnification Notices and Procedures. The Indemnified Party shall notify the Indemnifying Party promptly upon receipt of any such claims and shall provide the Indemnifying Party assistance and cooperation, at the Indemnifying Party’s expense. The Indemnifying Party shall control the defense of any matter, yet may not compel the Indemnified Party to settle such matter if such settlement would adversely impact the Indemnified Party. The Indemnified Party shall have the right to monitor and participate in the defense of any action.
10. Additional Provisions.
10.1 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery if delivered by hand with written receipt of delivery, (b) five (5) days after deposit in the US Mail if sent by certified or registered mail, return receipt requested, postage prepaid, (c) the next business day if sent by a nationally-recognized overnight delivery service, or (d) the same day sent if sent on a business day before 4 pm recipient’s local time, or the next business day after sent if sent on a holiday, weekend, non-business day or after 4 pm recipient’s local time, in either instance by email or other similar electronic transmission with proof of transmission or delivery, or other acknowledgment of receipt by the receiving party, in each instance properly addressed as follows, or to such other address as may be specified by a Party from time to time in accordance herewith.

KarChing, Inc.
418 N Clark St
Chicago, IL 60654
Attn: Ramsey Gouda
Email: ramsey@karching.com

10.2 Governing Law and Attorney’s Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its choice of law principles. Subject to Section 10.9 below, the Parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in Cook County, State of Illinois, United States. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.
10.3 Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the Parties. Referring Party shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without Company’s prior written consent which may be withheld as Company determines in its sole discretion. Any such purported assignment by Referring Party shall be void.
10.4 Severability. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the Parties.
10.5 Entire Agreement. This Agreement, together with Exhibit A hereto, constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the Parties.
10.6 Agency. Neither Party is the other Party’s agent or representative and has no authority to bind or commit the other Party to any agreements or other obligations.
10.7 Amendment and Waivers. Any term or provision of this Agreement may be amended only by a writing signed by both Parties. The observance of any term of this Agreement may be waived only by a writing signed by the Party to be bound. The waiver by a Party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any Party to enforce any of the provisions of this Agreement shall not be construed to be a waiver of the right of such Party thereafter to enforce such provisions.
10.8 Dispute Resolution. The Parties will attempt in good faith to resolve any issue, dispute, claim or controversy arising out of or relating to this Agreement. If any issue, dispute, claim or controversy arising out of, or in any way related to, this Agreement is not resolved in a reasonable manner, at the request of either Party, the matter will settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will take place in person in metro-Chicago, Illinois, United States. The arbitration award will be valid and binding upon the Parties, and judgment thereon may be entered and enforced as a final judgment in any court of competent jurisdiction. However, claims for injunctive relief or other equitable relief may be filed in the state or federal courts of Cook County, Illinois, for an order effective until the conclusion of the arbitration and enforcement of the arbitration award. The arbitrator and court shall award attorneys’ fees, costs and expenses to the prevailing party in any arbitration or court proceeding, incurred both prior to and after the commencement of formal proceedings.
10.9 Interpretation. The section headings used herein are for reference and convenience only and will not affect the interpretation hereof. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender include the feminine and neutral genders and vice versa. The terms “include,” “includes” or “including” mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular section or article in which such words appear. Unless context clearly dictates otherwise, the word “or” will not be construed as exclusive.
10.10 No Drafting Penalty. Each Party agrees that it has had the chance to consult with an attorney of its choice before entering into this Agreement. Neither Party to this Agreement shall be deemed to be the drafter of any of the provisions of this Agreement. No Party hereto shall thus take any position in any dispute resolution proceeding or otherwise that any vague or ambiguous provisions of this Agreement should be construed against another Party hereto simply because such other Party may have actually drafted such provision.
10.11 General. The Recitals set forth above and Exhibit A (Data Sheet) attached hereto are an integral part of this Agreement and are hereby incorporated into an made a part of this Agreement. This Agreement inures to the benefit of the Parties nd their respective successors and assigns, and there are no third-party beneficiaries. Those provisions of this Agreement which by their nature are intended to survive termination or expiration of this Agreement shall so survive, including, without limitation, Sections 1, 2.4 through 2.7, and 3(a, b, c, e, g) through 10. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Signature by facsimile or other similar electronic transmission shall have the same force and effect as an original.

REFERRING PARTY HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS ITS TERMS.

EXHIBIT A

Data Sheet – “KarChing Cash App and Insurance Referral” program
This Data Sheet is attached to and incorporated by reference into that certain Referral Agreement entered into between the “Referring Party” and Karching, Inc. (the “Company”)(the “Agreement”). Capitalized terms not otherwise defined in this Data Sheet shall have the meanings ascribed to them in the Agreement.

1. Referral Fee for KarChing Cash App. The amount of $2.00 per User/per month during the Referral Period, as more fully set forth in Section 1(e) and Section 3 of the Agreement.

2. Referral Fee for Insurance Referral . The amount of 15% one-time commission on KarChing’s total wholesale commission paid on insurance policies sold during the Referral Period, as more fully set forth in a forthcoming Insurance Referral Program document to be distributed in Q2-2023.

3. Eligible Prospects (Territory). Students attending the Referring Party’s driver’s education program and/or driving school, and their parents.

4. Method for Referring Prospects.

Prospect Referral Code Will Be Assigned After Submission and Approval of Sign-up Application

Prospects enrolled in Hours Tracking will automatically convert to paid Subscription Services upon completion of state-required driving hours and qualification for driver certification, unless the Prospect opts out of the Subscription (and provided the Prospect has a valid payment method on file in the KarChing App).