Hello Exit Referral Agreement

This Hello Exit Referral Agreement (the “Agreement“) covers Your registration as a member (“You” or alternatively “Referral Source“) of Hello Exit LLC (“Hello“) and Your use of the App and Hello’s Service. By creating your account and participating in the Hello referral program, you are agreeing to be bound by the terms of this Agreement. If you do not agree to these terms, please do not create an account.

1. Eligibility; Authority.

The individual or entity identified during Hello’s registration process hereby attests and guarantees to Hello the following: (i) they possess the requisite rights, powers, and permissions to enter into this Agreement and are capable of creating binding commitments on their own behalf; (ii) the entry into this Agreement has been duly authorized by the respective individual or entity; (iii) they have never been removed from participating in the Hello referral program for breach of contract; and (iv) all information submitted is comprehensive, precise, and current.

IMPORTANT: If You register as an individual on Hello and are participating in the Hello referral program on behalf of an entity, You are entering into this Agreement on behalf of that entity. By doing so, You affirm and guarantee that You are fully authorized to bind that entity to the terms of this Agreement.

2. Description of Service

Hello is in the business of providing certain M&A services to its clients that generate success fees for Hello (the “Services”).  Referral Source wishes to refer to Hello potential clients pertaining to these “Services”.  In consideration of the promises contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

3. Introduction of Potential Clients  

Referral Source shall use its professional judgment to refer potential buyers and sellers to Hello to supply “Services” (each, a “Potential Client”). Hello will confer independently with each Potential Client regarding the engagement of Services between Potential Client and Hello. Referral Source will not have the right to object to any decisions made by Hello regarding the terms or conditions of the Services. Between Hello and Referral Source, Hello will have sole discretion whether to enter into an engagement of Services. If a Potential Client engages Services that generate a revenue for Hello, Hello will notify Referral Source. Referral Source shall not reach out to any of Hello’s current clients or potential clients who are in Hello’s pipeline to solicit business from them, if the Referral Source is competing with Hello.

4. Prohibited Activities

4.1 Self-referrals are not allowed

You are not permitted to sign up for Hello Services through your own affiliate link. If we detect any self-referrals, your account will be permanently banned and any commission earned will be forfeited.

4.2 Abuse or attempting to mislead

We do not tolerate attempts to abuse our affiliate system. Any attempt to mislead, manipulate or defraud us or potential customers will result in your account being permanently banned. This includes posting fake discounts to coupon-sharing websites or engaging in any other activity that violates our policies.

4.3 No search engine ads, Facebook ads, or other ads that compete with our own marketing

You are not allowed to run any search engine ads (especially on branded terms or domain names), Facebook ads, or other ads that would compete with our own marketing and potentially cause confusion for customers. We reserve the right to terminate your account if we detect any such activity.

4.4 No pretending to be acting on behalf of us (i.e. as an employee)

You are not allowed to impersonate us or pretend to be acting on our behalf. This includes posing as an employee or representative of our company.

5. Referral Fee  

The Services will result in a referral fee due from Hello to Referral Source (“Fee”) solely if: (i) Referral Source identifies Potential Client directly to Hello; and (ii) Potential Client engages Services through Hello that generate revenue for Hello. As applicable, Hello shall pay Referral Source a Fee in accordance with Schedule A.

All Fee payments are contingent upon Hello receiving valid and complete payment from the client. In instances where the client defaults or delays payment, Hello’s obligation to pay Referral Source will be delayed or adjusted accordingly.

6. Non-Exclusivity  

Hello’s relationship with Referral Source is non-exclusive. Hello may engage third parties to perform any services similar to the Services during the term of this Agreement and may independently develop relationships for which Referral Source will not be entitled to any Fee.

7. Term and Termination  

The term of this Agreement shall commence on the Effective Date and shall continue unless terminated by either party at any time upon ten (10) days written notice. The provisions of this Agreement that give either party rights or obligations beyond its termination shall continue indefinitely following such termination.

8. Representations and Warranties of Referral Source  

Referral Source represents and warrants that: (i) it is not a party to any agreement, contract, or understanding that would prevent, limit, or hinder its performance of this Agreement; (ii) during the term of this Agreement, it will not enter into any contract, agreement or understanding which is in conflict or which would interfere with the full and complete performance of any of the duties or grants hereunder; and (iii) it is not a party to any pending claims or litigation which might affect its performance of this Agreement.

9. Independent Contractor Status  

Referral Source is an independent contractor and not an employee, partner, franchisee, or joint venture partner of Hello. Referral Source shall be responsible for all taxes (including income tax) applicable to it in connection with its receipt of Fees pursuant hereto. Hello is not required by Referral Source to incur any costs or expenses pursuant to this Agreement, and Hello is not responsible for any expenses of the Referral Source in the course of its performance hereunder.

10. Indemnification  

Referral Source agrees to indemnify and hold Hello, its affiliates, directors, officers, employees, and agents harmless from and against all claims, suits and proceedings and any and all related liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys’ fees): (i) should a claim related to expenses, insurance, or the lack thereof and/or local, state or federal taxes be made by anyone, including any governmental authority; (ii) for injuries caused by Referral Source while traveling in the scope of its activities pursuant to this Agreement; (iii) relating to or arising out of the breach by Referral Source of any of its duties, obligations, representations, or warranties under this Agreement. Hello will have the right to participate in the defense of any claim and/or to be represented by counsel of its own choosing at its own expense.

11. Limitation of Liability  

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF THE PARTY OR A PARTY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Hello’S AGGREGATE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE FEES ACTUALLY PAID FOR THE SERVICES THAT DIRECTLY CAUSED THE LOSS IN CONNECTION WITH CLAIMS ARISING OUT OF THIS AGREEMENT OR OTHERWISE RELATING TO THE SERVICES.

12. Time Limitation for Claims  

A party’s failure to bring a claim against the other party within one (1) year after the date on which the claiming party becomes aware of the existence of a potential claim constitutes a waiver of such claim.

13. Confidentiality  

Referral Source may receive proprietary or sensitive information of Hello, including information pertaining to Hello’s business or prospective or existing customers (“Confidential Information”) in conjunction with providing the Services hereunder. Referral Source shall: (i) use at least the same care and discretion to prevent disclosure of Confidential Information as it uses with similar information of its own, but in no event less than a reasonable degree of care; and (ii) not disclose Confidential Information to any third party during the term of this Agreement and (except for trade secrets) for a period of three (3) years from the effective date of termination of this Agreement. Nothing herein shall be construed as granting Referral Source any property rights to any Confidential Information, or to any intellectual property right of Hello. Referral Source shall not make, have made, use, or sell any product or service or other item using, incorporating, or derived from any of the Confidential Information.

14. Use of Hello’s Name and Trademarks  

Referral Source shall not use or reference publicly Hello’s name, or any of Hello’s trademarks, service marks or logos without Hello’s prior written consent.

15. Changes to this Agreement

We may revise and update this Agreement at any time in our sole discretion. Any changes are effective immediately when we post them. Your continued use of the Hello referral program after we post revisions to the Agreement constitutes your acceptance of and agreement to the changes. You are responsible for reviewing this Agreement regularly to ensure that you are aware of any changes, as they are binding on you.

16. Governing Law and Jurisdiction  

This Agreement, as well as any litigation arising from it, shall be governed by the laws of the State of Washington, without regard to its choice of law doctrine. In any such litigation, Hello will be entitled to an award of reasonable attorney’s fees and costs. REFERRAL SOURCE SPECIFICALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST Hello ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT.

17. Severability and Entire Agreement  

The provisions of this Agreement are severable, and the unenforceability of any one or more of its provisions will not affect the enforceability of any other provision. If any provision is unenforceable, the parties will substitute an enforceable provision that preserves the original intentions and economic positions of the parties to the maximum extent legally possible. This Agreement is the entire agreement between the parties relating to its subject matter.  Referral Source may not assign or otherwise transfer this Agreement or any of the rights that it grants without the prior written consent of Hello. Any purported assignment in violation of the preceding sentence will be void. This Agreement will be binding upon the parties’ respective successors and permitted assigns. No failure or delay by a party in exercising any right, power, or remedy will operate as a waiver of that right, power, or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party.

SCHEDULE A

Referral Source Fee

1. To the extent applicable in accordance with Section 2 of the Agreement, Hello shall pay Referral Source a Fee equal to twenty (20) percent of the revenue that Hello receives from the applicable Potential Client.
2. The following shall be excluded from the Fees calculation.
   1. Any fees to Hello by: (i) Hello clients existing prior to the Effective Date, (ii) Hello clients in Hello’s pipeline prior to the Effective Date, and (iii) any other Hello clients obtained other than through a referral from Referral Source.
   2. Any fees paid by a Potential Client other than those which are contemplated as Hello’s revenue under M&A Services. Such other fees include but are not limited to any late fees, administrative fees, taxes, expenses, indemnification costs, damages..
3. If the Potential Client was referred to Hello from more than one referral source, Hello will pay the applicable fee to the referral source that provided the most recent referral relative to the date the Potential Client engages Services that generate a success fee for Hello.
4. Hello shall pay the Fee, if any, to Referral Source within thirty (30) days after receipt by Hello of the success fees owed to Hello by the Potential Client.