CUWorld Services Referral Agent Agreement By choosing to apply to become a CUworld Referral Agent, you agree to be bound by this Agreement. If you do not agree to the Agreement, do not proceed to submit your information. You agree that your status as a Referral Agent will be subject to the most current version of this Agreement at a given time. THIS CUREFERRER AGREEMENT (the “Agreement”), effective upon acceptance by CUworld, Inc., is made and entered into by and between the ”CUREFERRER” and CUworld, Inc. a California Corporation, with principal offices located at 466 8th Street, San Francisco, CA 94103 (“CU”). This Agreement includes terms and conditions set forth below, any attachments hereto and all documents incorporated herein by reference. TERMS & CONDITIONS 1. Contract Term. 1.1. Term. The Agreement shall become effective on the date the Agreement is executed and shall remain in effect and continue for a period of one (1) year (the “Term”). 1.2. Termination. The Agreement may be terminated by either party by giving written notice to the other party at least thirty (30) days prior thereto. In the absence of such notice at any time, the Agreement shall automatically renew for successive periods of one (1) year each. Should this Agreement be terminated then (i) no further Commissions shall accrue effective the date of termination and (ii) a final commission payment shall be made per the instructions in Section 3.3. herein at the time of the next regular commission payment due date. 2. Agency Relationship. 2.1. Appointment. CU hereby appoints CUREFERRER as a authorized agent of CU’s for the sale of CUWorld video chat Service (“the Service”), marketed under the CUWorld brand name. During the Term, CUREFERRER shall place or casue to be placed on its Home Page, in its Email promotion(s) or other designated page within its Web site (the “CUREFERRER Web Site”), or on other media and methods as approved by CU in advance a direct link to the universal resource locator (“URL”) provided by CU for the CUWorld Service Signup. This URL will provide a direct link (the “Link”) to a designated location within the CUworld Web site or related store site, and allow CUREFERRER’s users to subscribe the Service. CUREFERRER shall place the Link on the CUREFERRER’s Web Site and shall use its best efforts to promote the Service. The CUREFERRER may request more than one Link be provided in order to track results or performance from various locations. All together these may be referred to as the “Link” or “Links”. 2.2. Marketing and Support. CU shall provide CUREFERRER with promotional one time use codes, banners, buttons and other link materials and graphics, as may be used by CUREFERRER from time to time, in ‘server-ready’ format requiring only routine manipulation by CUREFERRER for placement as the Links. CU shall have the right to modify the Links from time to time, upon reasonable notice. CUREFERRER shall use its best efforts to display the Link on the CUREFERRER Web Site. All goodwill associated with CUREFERRER Site shall be the sole property of CUREFERRER. A CUREFERRER “End User” shall be determined by such customer having subscribed to the Service through an CUREFERRER provided Link or Code. CU reserves the right to disable the Link or Codes and terminate this Agreement at any time if the CUREFERRER is found to be misrepresenting CU or its abilities, policies or procedures or the content on CUREFERRER’s site is deemed by CU to be illegal in a jurisdiction where the CUREFERRER Website is accessible, unfair or deceptive and/or violating the Terms of use for CUWorld and the CUREFERRER has not responded within 30 days to correct the complaint. 3. Commissions. 3.1. Calculation of Commission. Subject to the terms herein, a commission (the “Commission”) shall be equal to the product of (i) actual recognized revenues (minus fraud, cost of marketing production specific to CUREFERRER’s End Users and refunds to customers) collected by CU during a given month from sales revenue generated by CUREFERRER’s end users who have purchased a Subscription via the Link(s) (“CUREFERRER End Users”) and (ii) the “Commission Rate”. 3.2. For the Term the Commission Rate shall calculated for CUREFERRER shall be 15%: 3.3. So long as CUREFERRER end user subscriptions are in excess of One Hundred Fifty Dollars ($150.00) per 30 days, CU agrees to provide CUREFERRER with a complimentary VIP level membership to the CUworld site. 3.4. Payment Instructions. All amounts shall be paid in U.S. dollars by PayPal transfer or check to CUREFERRER’s account on a quarterly basis within 45 days of the end of the calendar quarter, given that the aggregate commission due is in excess of Fifty Dollars, and that any cost of PayPal payment shall be deducted from said payment(s). If the amount due in a given period is less than Fifty Dollars then CU may elect to rollover that commission amount into the next period until such time as the sum of the amounts unpaid equals or exceeds Fifty Dollars. Payment shall be made via the method specified on the online application. 3.5. Reports. CU shall retain records in accordance with sound accounting practices to support Commission payments. CU will provide within forty five (45) days after the end of the each quarter a written account of all amounts that may be or may have been due to CUREFERRER hereunder. Reports shall be emailed to CUREFERRER email address as speified on online application. 4. Disclaimers. 4.1. Disclaimer of Warranties. CUREFERRER SHALL PROVIDE THIS SERVICE ‘AS IS’ AND CUREFERRER MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICE, INCLUDING AS TO THE QUALITY, SUITABILITY, LEGALITY OR VALIDITY OF ANY OF THE SERVICE, OR AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR AS TO THE NON-INFRINGEMENT OF THE TECHNOLOGY INCORPORATED IN THE SERVICE. 4.2. Disclaimer of Warranties. CU SHALL PROVIDE THIS SERVICE AND ANY RELATED SERVICE ‘AS IS’ AND CU MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICE, INCLUDING AS TO THE QUALITY, SUITABILITY, LEGALITY OR VALIDITY OF ANY OF THE SERVICE, OR AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR AS TO THE NON-INFRINGEMENT OF THE TECHNOLOGY INCORPORATED IN THE SOFTWARE OR ANY RELATED SERVICE. 5. Liability and Indemnification. 5.1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CU, ITS CUREFERRERS OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING FROM OR RELATED TO THE SERVICE OR THIS AGREEMENT WHETHER FOR, AMONG OTHER THINGS, BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM, AND WHETHER LIABILITY IS ASSERTED IN, AMONG OTHERS, CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT PRODUCT LIABILITY) WHETHER OR NOT CU HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 5.2. No Third-Party Liability. In no event will the parties, or their respective CUREFERRER’s, officers and directors, have any liability relating to the Agreement or the Service, whether based in contract, tort, warranty or any other legal or equitable grounds, for any claims, losses or damages of third parties or the other party’s CUREFERRER, except for obligations to indemnify the other party pursuant to Sections 5.3 and 5.4. 5.3. Indemnification by CU. CU shall indemnify, defend and hold CUREFERRER, its respective officers, directors, employees, agents and subcontractors harmless from all claims, losses, damages, expenses (including attorneys’ fees and court costs) or liability arising from (a) any claims made against CUREFERRER by any person other than CU in any way relating to the Agreement or the Service, other than such claims that result solely from CUREFERRER’s willful misconduct or gross negligence, or (b) the breach of the Agreement by CUREFERRER subject to the limitation that the aggregate of all amounts paid by CU pursuant to this Section shall not exceed the aggregate commission paid by CU to CUREFERRER for commissions under this Agreement. 5.4. Indemnification by CUREFERRER. CUREFERRER shall indemnify, defend and hold CU and its officers, directors, employees, agents and subcontractors harmless from all claims, losses, damages, expenses (including attorneys’ fees and court costs) or liability arising from claims by third parties that result solely from CU’s willful misconduct or gross negligence, or the breach of the Agreement by CUREFERRER subject to the limitation that the aggregate of all amounts paid by CU pursuant to this Section shall not exceed the aggregate commission paid by CU to CUREFERRER for commissions under this Agreement. 6. Confidential Information and Publicity. 6.1. Confidential Information. “Confidential Information” means all software related to the Service and all source code, source documentation, inventions, know-how, and ideas, updates and any documentation and information related to the Software, and any nonpublic information regarding the business of a party provided to either party by the other party where such information is marked or otherwise communicated as being proprietary or confidential and the like, or where such information is, by its nature, confidential. Notwithstanding the foregoing, Confidential Information shall not include information that (a) is already known to the receiving party, (b) becomes publicly available without the fault of the receiving party, (c) is rightfully obtained by the receiving party from a third party without restriction as to disclosure, (d) is approved for release by written authorization of the disclosing party, (e) can be shown to have been developed independently by the receiving party without use of the disclosing party’s Confidential Information, and (f) is required to be disclosed by law. 6.2. Disclosure and Use. The Confidential Information disclosed by either party constitutes the confidential and proprietary information of the disclosing party, and the receiving party shall retain such Confidential Information in strict confidence and not disclose to any third party (except as authorized under the Agreement) without the disclosing party’s prior written consent. Each party agrees to treat all Confidential Information of the other party in the same manner as it treats its own proprietary information, but in no case will the degree of care be less than reasonable care. 6.3. Other Intellectual Property; Publicity. The Agreement shall not be construed as granting to either party any right to use any of the other party’s or its CUREFERRER’s’ trademarks, service marks, or trade names or otherwise refer to the other party in any marketing, promotional or advertising materials or activities. Notwithstanding the foregoing, a party may include the other’s name, and a factual description of the work performed under the Agreement (a) on employee bulletin boards, (b) in a list of references and/or customers, (c) in the experience section of its proposals or marketing documents, (d) in internal business planning documents, (e) in reports to stockholders, offering memoranda and other securities disclosure documents, and (f) whenever necessary to meet legal, accounting or regulatory requirements. 6.4. Remedies. Notwithstanding any other provision of the Agreement, in the event of breach of any of the provisions of this Section, the non-breaching party shall be entitled to seek equitable relief to protect its interests, including but not limited to preliminary and permanent injunctive relief. Nothing in this Section shall be construed to limit any other remedies available to the parties. 6.5. Survival. The obligations of confidentiality and limitation of use shall survive the termination of the Agreement for a period of two (2) years. 6.6. 6.6 Confidentiality of members. The CUREFERRER understands that the memberships lists and status of CUWORLD members are confidential and that any solicitation of these members directly or indirectly join a competitive service shall, in the sole judgment of CUWORLD results in cancellation of this agreement and forfeiture of any amounts due to or paid to CUREFERRER. Further that CIREFERRER shall if terminated for this cause immediately remit to CUWORLD any Referral payments that have been made to CUREFERRER and for the purpose of this agreement hereby consents to summary judgment in CUWORLD’s favor for said collection in a jurisdiction of CUWORLD’s choosing. 7. Miscellaneous Terms. 7.1. Notice. Any notice to be given pursuant to the Agreement shall be in writing and shall be deemed given (a) when delivered if by hand delivery, (b) after being given to an express courier with a reliable system for tracking delivery (including, without limitation, Federal Express, United Parcel Service and Airborne Express) when delivered as stated by such system, or (c) three (3) business days following deposit in the U.S. mail when sent via certified U.S. mail first-class delivery, return receipt requested. Notices shall be given to CUREFERRER at the address listed in section 3.3 herein. Notices shall be given to CU at 520 Townsend Street, Suite D, San Francisco, CA 94103 USA. Such addresses may be changed by notice in accordance with this Section. 7.2. No Waiver. A failure by either party to insist upon strict compliance with any of the terms of the Agreement, in any instance, shall not be construed as a waiver or relinquishment of that, or any other, term or condition in the future. 7.3. Severability. If any provision of the Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired. The parties shall negotiate in good faith to amend any such provisions to make them valid, legal and enforceable in accordance with the intent of the original defective provisions. 7.4. Independent Contractors. The parties to the Agreement are independent contractors, and nothing in the Agreement shall be deemed to create an agency, partnership, employment or joint venture relationship between the parties. 7.5. Non-solicitation of Employees. Each party shall not, during the Agreement Term and for a period of one year thereafter, directly or indirectly solicit, employ, offer to employ, or engage as a consultant, any employee of the other party with whom that party had contact pursuant to the Agreement. 7.6. Headings and Interpretation. The captions and headings in the Agreement are strictly for convenience and shall not be considered in any interpretation or construction. Plural includes the singular and vice versa unless the context clearly indicates otherwise. The parties agree that the Agreement will be construed neither against nor in favor of either but rather in accordance with its fair meaning. 7.7. Assignment or Transfer. CUREFERRER may not transfer or assign or resell the use of the Software without CU’s prior written consent, which shall not be unreasonably withheld. The Agreement shall be binding upon, and shall inure to the benefit of, the parties’ respective successors and permitted assigns. CU may assign this agreement at any time without notice given that the terms and conditions of this agreement and any outstanding obligations hereunder are transferred as well. 7.8. Intended Beneficiaries. Nothing expressed or implied in the Agreement is intended or shall be construed to confer upon or give any third party, person, corporation or other entity any benefits, rights or remedies under, or by reason of, the Agreement. 7.9. Force Majeure. Except with respect to payment obligations, neither party shall be liable, nor shall any credit allowance or other remedy be extended, for any failure of performance or equipment due to causes beyond such party’s reasonable control, including but not limited to acts of God, fire, flood or other catastrophes; any law, order, regulation, direction, action or request of any governmental entity or agency, or any civil or military authority; power or other utility failures; national or local emergencies; insurrections, riots, wars and acts of the public enemy; unavailability or shortages of rights-of-way or materials; actions or inaction of common carriers; strikes, lockouts, work stoppages or other labor difficulties. 7.10. Governing Law. THE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, UNITED STATES OF AMERICA (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW). 7.11. Submission to Jurisdiction. Any legal action or proceeding with respect to the Agreement and any action for enforcement of any judgment in respect thereof shall be brought in a state or federal court sitting in the State of California, and, by execution and delivery of the Agreement, each party hereby accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts and appellate courts from any breach thereof. Each party irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party addressed pursuant to Section. CUREFERRER hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with the Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. 7.12 Waiver of Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT.