GROUNDBREAKER AFFILIATE PARTNERSHIP AGREEMENT

THIS GROUNDBREAKER PREFERRED PARTNERSHIP AGREEMENT (this “Agreement”) is entered into effective as of                       (the “Effective Date”) by and between Groundbreaker Technologies, Inc. (“Groundbreaker”), having an address at 900 N. Michigan Ave. Suite 1600 Chicago, IL 60611 and                                     (“Affiliate Partner”), having an address at                                                   . Groundbreaker and Referring Partner are each referred to herein as a “Party,” and collectively as the “Parties.”

WHEREAS, Groundbreaker is an internet based service provider that offers a fully integrated, end to end  cloud-based technology SaaS platform to empower every real estate investment professional – not just big institutions, to efficiently allocate capital and create impact in our communities. Groundbreaker is sold in different packages and can include different services (each, a “Product” and collectively, the “Products”);

WHEREAS, Affiliate Partner is a company, individual, or group with certain relationships and influence within the real estate investment industry.

WHEREAS, The Affiliate Partner wishes to provide Groundbreak with referrals for certain companies, individuals, or groups (leads) that wish to purchase Product subscriptions. The Parties wish to share with each other certain fees generated from such subscriptions, all subject to and in accordance with the terms and conditions of this Agreement.

WHEREAS, the Parties wish to enter into this Agreement for the referral of Groundbreaker’s Products for compensation, as set forth below. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, The Parties agree as follows:

1.Referrals. The Affiliate Partner may refer leads to Groundbreaker for whom it identifies as potential customers (each, a “Referral”, and collectively, “Referrals”) through a procedure designated by Groundbreaker. Each Referral shall include at a minimum the information noted by Groundbreaker as required. Groundbreaker may provide the Affiliate Partner electronic or written confirmation of its acceptance (or denial) of a Referral. A Referral for which Groundbreaker has given the Referring Party electronic or written acceptance shall be referred to as an “Accepted Referral”, and the date on which such acceptance is given shall be referred to, with respect to such Accepted Referral, the “Acceptance Date”. 

2.Eligibility to Receive Referral Payments. The Affiliate Partner must have had direct personal contact with the lead and directly endorsed and recommended the Product of Groundbreaker. The Affiliate Partner must have designated whether the lead is for a referral. 

3.Eligibility Exclusions; Referral Payments.

3.1 Eligibility Exclusions. Groundbreaker may decline a Referral at its sole discretion for no reason or any reason at all, including, without limitation, because:

(i)such Referral is a former or current customer of Groundbreaker, a former or current reseller of Groundbreaker, or is a marketing lead of Groundbreaker at the time the applicable Referral is made to Groundbreaker by the Affiliate Partner;

(ii)such Referral does not meet Groundbreaker’s qualifications for its customers for any reason, including, without limitation, for reasons of credit worthiness, type of business, or location;

(iii)of Affiliate Partner’s failure to comply with the process for submitting the Referral in accordance with the procedures designated by Groundbreaker; or

(iv) If the lead is active in the sales pipeline and does not credit the affiliate via written or verbal communication to Groundbreaker, then no credit will be awarded.

(v) if the lead is active in the sales pipeline and has taken a demo within the past 45 days, the affiliate will not get credit for referring the lead.

(vi) if the lead is unresponsive to the sales rep for a period of 45 calendar days, the affiliate can work the lead and bring them back only by setting a meeting between the lead and the account executive, and the account executive and lead must hold the meeting.

Each of the foregoing are collectively referred to as the “Eligibility Exclusions”.

3.2 Referral Payments. In consideration of the Accepted Referrals provided to Groundbreaker under this Agreement, Groundbreaker will make certain payments to the respective Affiliate Partner as set forth in this Section 2, solely with respect to Accepted Referrals that directly purchase Product subscriptions from Groundbreaker (the “Referral Payments”). For Product subscriptions, the Referral Payment for a given Accepted Referral will be 10% for the lifetime of the contract. 

Accepted Referrals fees will be payable in accordance with the terms of the Section below. “Contract Value” means the revenue provided from an Accepted Referral by Groundbreaker. 

Sample calculation for Product subscription: Lead signs a subscription to Groundbreaker for an annual Contract Value of $5,000. Partner  receives 15% of the annual contract for the lifetime of the contract. (Year 1: $5,000 x 15% = $7500; Year 2: $5,000 x 15% = $750; Year 3: $5,000 x 15% = $750, and so on as long as the subscription remains actively paying)

3.3 Payment. Groundbreaker will pay the Affiliate Partner any earned Referral Payments on a quarterly basis (based on Groundbreaker’s fiscal quarter), with each payment covering fees earned in the three (3) month period prior to such payment based on the Contract Value applicable to such quarterly period (i.e., the amount the Affiliate Partner invoiced to each applicable Accepted Referral during the period). Referral Payments will be made within thirty (30) days of Groundbreaker’s receipt of an undisputed invoice from the Affiliate Partner following the end of each fiscal quarter stating the Referral Payments due for such quarter. Groundbreaker’s fiscal year begins on January 1. Referral Payments shall be inclusive of any taxes, levies, duties or similar governmental assessment (“Taxes”). The Affiliate Partner is responsible for paying any Taxes associated with Referral Fees hereunder.  

3.4. Exclusions; Closing Deadline. To the extent Groundbreaker reasonably determines that an Eligibility Exclusion applies to a Referral after accepting it as an Accepted Referral, Groundbreaker shall notify the Affiliate Partner of the same to improve the process of vetting referral leads.  

4.Term and Termination.

4.1 Term. The term of this Agreement is unlimited and begins on the Effective Date and continues until terminated by either Party (the “Term”).

4.2 Termination. This Agreement may be terminated as follows:

(i)by either Party upon sixty (60) calendar days prior, written notice to the other Party, if the other Party commits a material breach of this Agreement; provided, however, that this Agreement will not terminate if such breach is cured by the end of such sixty (60) calendar day period; or

(ii) for convenience by either Party upon ninety (90) calendar days prior, written notice to the other Party.

(iii) In addition to the rights to terminate provided herein, this Agreement and any or all  

SOWs may be terminated, by either Party, effective immediately and without notice, in the event of (i) the dissolution, termination of existence, liquidation, or sale of Groundbreaker or (ii) the institution by or against Groundbreaker of any proceeding under the United States Bankruptcy Code or any other foreign, federal or state bankruptcy, receivership, insolvency or other similar law affecting the rights of creditors generally.

4.3 Effect of Termination. The Parties’ obligations with regards to any Accepted Referrals existing prior to the termination of this Agreement shall survive until their applicable Closing Deadline unless this Agreement is terminated by the Parties pursuant to Section 3.2(i) above, in which case the Parties’ obligations with regards to all then-existing Accepted Referrals shall terminate concurrently with this Agreement. Each Party shall then return all confidential information it has received from the other Party under this Agreement and immediately advise the other Party of the status of all leads. The Parties shall still be bound by confidentiality.

4.4 Survival. Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration of this Agreement and continue in full force and effect.

5. Proprietary Rights and Restrictions

5.1 Each Party shall retain and own all proprietary rights in and to (i) its business, (ii) any data provided, (iii) The Party's intellectual property, (iv) all data and materials owned by the Party, (v) the services, and (v) the platform, including all software, source code, modifications, updates and enhancements thereof or any other aspect of the services or Products. Subject to confidentiality, nothing in this Agreement shall preclude the Parties from using in any manner or for any purpose it deems necessary, the know-how, techniques or procedures acquired or used by the Parties in the performance of any service or Product hereunder. 

6. Representations and Warranties; Disclaimer. Each Party represents and warrants that: i) the  

execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such Party; and ii) this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 4, EACH PARTY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

6.1 The Parties represent to each other that, with regard to each Referral hereunder, the Affiliate Partner is not an employee, director, officer, shareholder, partner or member of the referred lead. Both Parties hereby acknowledge the following: (i) business shall be conducted in a manner that reflects favorably at all times on the services, the good name, goodwill and reputation of both Parties; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to either Party; (iii) make no false or misleading representations with regard to either Party’s Products; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to either Party’s services and Products.

7. Indemnity. Each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party and its affiliates, and each of their respective officers, directors, employees and agents from and against any and all liabilities, losses, damages, claims, causes of action, and expenses (including reasonable attorneys’ fees and disbursements) in connection with any third party claim to the extent resulting from or based upon any breach of this Agreement by the Indemnifying Party, or the negligence or willful misconduct of the Indemnifying Party or its affiliates or contractors in connection with the performance of this Agreement.

8. Liability. EXCEPT FOR: (I) DAMAGES ARISING FROM A PARTY’S FRAUD, BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND (II) THE PARTIES’ RESPECTIVE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL AMOUNT OF FEES PAID BY THE PARTIES TO REFERRER DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM ARISES, PLUS ANY FEES PAYABLE BUT UNPAID.

9. Miscellaneous.

9.1 Relationship of the Parties. The relationship of the Parties is one of independent contractors, and neither Party is an agent of, or has any authority to bind, the other Party. The Agreement does not grant exclusive rights to either Party to act as a referrer on behalf of the other Party, and neither Party shall have any rights under any other agreements entered into with other persons referring business to the Parties. The Parties are not restricted from appointing other referring partners or sales representatives for their Services. This Agreement does not establish a distributorship, joint venture, franchise or other relationship except as described herein.

9.2 Promotional Materials and Branding. Neither Party may use the other Party’s name, logo or any other marks without the other Party’s prior written consent in each instance. Each Party may, in its sole discretion, endorse and promote the other and its Services and may, but shall not be obligated to refer and forward leads to the other Party. 

9.3 Assignment. Neither Party may assign or otherwise transfer this Agreement without the prior, written consent of the other Party. Notwithstanding the foregoing, a Party may with 15 day prior notice, without the consent of the other Party, assign or otherwise transfer this Agreement (including all of such Party’s rights and obligations hereunder) to any of its affiliates, subsidiaries, or to an entity with or into which it is merged or consolidated or to which it sells its stock or other equity interests or all or substantially all of its assets.  Any assignment or other transfer in violation of this Section will be null and void.  Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.  

9.4 Confidentiality. “Confidential Information” is information disclosed by a Party to the other Party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Confidential Information includes, but is not limited to, the terms and conditions of this Agreement, financial information, business models, software, reports, techniques, and prices. The recipient of Confidential Information shall not disclose the Confidential Information except to employees and advisors who need to know it and who have agreed in writing to keep it confidential.  Those people and entities may use Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to protect it. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to disclose. Upon termination of this Agreement all Confidential Information must be returned to the discloser or destroyed.

In the event that the receiving Party engages in, or threatens to engage in any act which violates any provision of this Agreement, the Parties agree that the non-breaching Party will have no adequate remedy in monetary damages and accordingly, shall be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of this Agreement.  The non-breaching Party shall not be required to post a bond or other security in connection with the granting of any such relief. The provisions of this section shall survive expiration or other termination of this Agreement.

9.5 Choice of Law and Exclusive Forum. This Agreement, and any and all disputes directly or indirectly arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of the State of Illinois without reference to the choice of law rules thereof. Each of the Parties hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in Chicago, Illinois for any such disputes, and hereby irrevocably waives any objections to the laying of venue in such courts. The Parties further agree that service of any process, summons, notice or documents to a Party by registered or certified mail, or by internationally recognized private courier service (in each case to the address set forth above) shall be effective service of process for any action, suit or proceeding brought against such Party in any such court.  

9.6 Modification in Writing. This Agreement may not be amended or modified unless the amendment or modification is in writing and signed by authorized representatives of both Parties.

9.7 No Waiver. A waiver of rights under this Agreement will not be effective unless it is in writing and signed by an authorized representative of the Party that is waiving the rights.

9.8 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the Parties’ intent.

9.9 Entire Agreement. This Agreement sets forth the entire agreement of the Parties as to its subject matter and supersedes all prior agreements, negotiations, representations, and promises between them with respect to its subject matter.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on their behalf by their duly authorized representatives.