Referral Agreement Terms and Conditions

Last updated on: September 29, 2026

This Referral Agreement (this “Agreement”), is a legal agreement between you (“Partner”) and FS Operations Canada Ltd (DBA Commerce7). Commerce7 and Partner may be referred to hereinafter
collectively as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, Commerce7 provides customers, primarily wineries and parties operating in the alcohol industry, with a comprehensive SaaS platform that integrates eCommerce, POS, club management, reservations
and CRM (the “Commerce7 Services”); and
WHEREAS, Partner has certain contacts with various entities and desires to act as an intermediary finder of clients for Commerce7 Services (such clients, “Partner Clients”); and
WHEREAS, Commerce7 desires Partner to introduce its Partner Clients to Commerce7 for the Commerce7 Services, and Partner desires to introduce certain Partner Clients to Commerce7 for the Commerce7 Services.

Agreement

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Engagement; Non-Exclusivity.

(a) During the Term of this Agreement and in accordance with the terms and conditions of this Agreement, Commerce7 hereby engages Partner and Partner hereby accepts such engagement to refer certain Partner Clients to Commerce7 for the Commerce7 Services.

(b) Before introducing or otherwise referring any prospective Partner Client to Commerce7, Partner shall submit a complete lead registration form in the form and manner specified by Commerce7, including the prospective Partner Client’s legal name, principal contact information, and such other information as Commerce7 may reasonably request. Commerce7 will review the submission and notify Partner whether the prospective Partner Client is accepted as an eligible referral (an “Eligible Referral”). Partner shall not be entitled to any Referral Fees unless Commerce7 has confirmed the Eligible Referral in writing. Commerce7’s acceptance applies only to the prospective Partner Client identified in the registration form, is non-transferable, and does not constitute a commitment to enter into any transaction.

(c) A prospective Partner Client will qualify as an Eligible Referral only if, as determined by Commerce7 based on its records: (i) Commerce7 has no existing or open sales opportunity for
the prospect or any of its affiliates; (ii) neither Commerce7 nor its representatives has had substantive sales contact with the prospect during the preceding six (6) months; (iii) the prospect is not an existing Commerce7 customer or a former Commerce7 customer within the prior two (2) year period, an affiliate of an existing Commerce7 customer, or an account otherwise excluded by Commerce7 from the referral program; (iv) the prospect was not previously submitted by Partner; (v) Partner’s submission is complete, accurate, made before Commerce7’s first substantive engagement with the prospect regarding the Commerce7 Services, and complies with applicable law and this Agreement; and (vi) Partner materially contributed to the introduction that resulted in the prospect becoming a paying customer. Commerce7 may reject duplicate, pre-existing, incomplete, inaccurate, stale, fraudulent, or otherwise ineligible submissions and will determine attribution among competing submissions based on the first complete submission accepted by Commerce7. Commerce7’s good-faith determination regarding eligibility and attribution will be final.

(d) Unless Commerce7 specifies otherwise in its acceptance notice, acceptance of an Eligible Referral expires six (6) months after notice of acceptance if the Eligible Referral has not entered into an agreement for Commerce7 Services. Any later submission requires renewed written acceptance by Commerce7.

(e) During the Term, Partner shall introduce its Partner Clients to Commerce7 if such Partner Clients need services or products that are the same or similar to the Commerce7 Services. For the avoidance of doubt, Partner and Commerce7 acknowledge and agree that any relationship under this Agreement is non-exclusive and Partner shall be free to refer clients to any third parties at its sole discretion.

(f) Commerce7 shall provide Partner with pertinent sales literature, samples, and other materials which are necessary to enable Partner to fulfill its obligations hereunder. Partner shall refer Commerce7 to its Partner Clients, and perform such other responsibilities as reasonably directed by Commerce7, including forwarding sales literature and samples provided by Commerce7, but shall not participate in any sales meetings or negotiations nor have authority to offer or sell the Commerce7 Services to any Partner Clients.

(g) The prices, terms, and conditions under which Commerce7 offers or sells any Commerce7 Services shall be determined by Commerce7 in its sole discretion. Commerce7 shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of the Commerce7 Services to the Partner Clients. Nothing in this Agreement shall obligate Commerce7 to actually offer or sell any Commerce7 Services or consummate any transaction with any Partner Client. Commerce7 may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of the Commerce7 Services without any liability or obligation to pay compensation to Partner under Schedule 1, or otherwise. No Referral Fees will be payable for any prospect that Commerce7 has not accepted in writing as an Eligible Referral or that ceases to satisfy the applicable conditions under this Agreement and Schedule 1.

(h) The Parties acknowledge and agree that Commerce7 may in its sole discretion engage any other person or entity, including companies that compete with Partner, to also refer clients to Commerce7
for the Commerce7 Services. Commerce7 is under no restrictions from contracting with any other person or entity for purposes of making referrals to Commerce7 for the Commerce7 Services.

2. Compensation.

(a) In consideration for the referrals provided by Partner hereunder, Commerce7 shall pay to Partner the compensation (the “Referral Fees”) on the terms and payment schedule set forth on Schedule
1, attached hereto. Schedule 1 is an integral part of this Agreement and is incorporated by this reference as if fully set forth herein.

(b) The Referral Fees shall be calculated and paid as set forth in Schedule 1. Commerce7 will provide a statement detailing the computations used by Commerce7 in arriving at the Referral Fees. Subject to Commerce7’s verification that all applicable conditions have been satisfied, each Referral Fee installment will be paid in accordance with Schedule 1, provided that Commerce7 has received from Partner a correct invoice and all tax and payment information reasonably requested by Commerce7. Commerce7 may withhold, offset, or recover amounts paid in error or attributable to refunds, credits, chargebacks, nonpayment, fraud, or breach of this Agreement.

(c) Commerce7 shall maintain adequate records of the Referral Fees related to this Agreement and shall make such records available to Partner for review or for an audit solely for the determination of
the amounts due to Partner under this Agreement during normal business hours upon at least ten (10) days’ written notice up to two (2) years after completion of the Agreement. Partner will review or audit
Commerce7’s records at its sole expense, and may, in its sole discretion, engage an auditor.

3. Integration Assistance; Customer Service; Independent Contractor.

(a) If applicable, and at Commerce7’s reasonable discretion, Partner shall provide all reasonable and necessary assistance in connection with the integration of Partner’s products and services with the Commerce7 Services.

(b) If applicable, Partner shall be solely responsible for handling customer calls/queries and resolving all customer inquiries and issues relating to Partner’s products and services. Commerce7 shall be solely responsible for handling customer calls/queries and resolving all customer inquiries and issues relating to the Commerce7 Services.

(c) Partner is an independent contractor of Commerce7, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Partner and Commerce7 for any purpose. Partner has no authority (and shall not hold itself out as having authority) to bind Commerce7 and Partner shall not make any agreements or representations on Commerce7’s behalf without Commerce7’s prior written consent. Any persons employed or engaged by Partner in connection with the performance of Partner’s obligations hereunder shall be Partner’s employees or contractors and Partner shall be fully responsible for them.

4. Confidentiality.

(a) Confidential Information. In the performance of this Agreement, each Party may have access to confidential, proprietary or trade secret information owned or provided by the other Party relating to customer lists, pricing, discounts, rebates, samples, patterns, designs, software, computer Services, object code, source code, marketing plans, business plans, financial information, specifications, flow charts and other data (“Confidential Information”). All Confidential Information supplied by one Party to the other pursuant to this Agreement shall remain the exclusive property of the disclosing Party. The receiving Party shall use such Confidential Information only for the purposes of this Agreement. Neither Party shall have any obligation with respect to Confidential Information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving Party; (ii) was previously known to the receiving Party or rightly received by a receiving Party from a third Party; or (iii) is independently developed by or for the receiving Party.

(b) Return of Confidential Information. All Commerce7 information which comes into possession of Partner during its service to Commerce7 is and will remain the property of Commerce7, and when this Agreement terminates, such information and any copies or summaries must be immediately returned to Commerce7.

5. Publicity and Announcements.

Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship, in each case, without the prior written consent of the other Party.

6. Term and Termination.

(a) The term of this Agreement commences on the date of this Agreement and continues for a period of one year, unless and until earlier terminated as provided under this Agreement (the “Initial Term”). Upon expiration of the Initial Term, this Agreement automatically renews for additional successive one (1) year terms unless and until either Party provides notice of nonrenewal at least thirty (30) days prior to the end of the then-current term, or unless and until earlier terminated as provided under this Agreement (each a “Renewal Term” and together with the Initial Term, the “Term”).

(b) In addition to any remedies that may be provided in this Agreement, either Party may terminate this Agreement with immediate effect upon notice to the other Party, if the other Party: (i) fails to pay any amount when due under this Agreement and such failure continues for fifteen (15) days after the other Party’s receipt of notice of nonpayment; (ii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part, and has failed to cure such non-performance or non-compliance within thirty (30) days after receipt of the other Party’s notice of such non-performance or non-compliance; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

7. Commerce7 Services.

All right, title, and interest in and to (a) Commerce7 Materials (as defined below) and (b) all works, inventions, and other subject matter incorporating, based on, or derived from any Commerce7 Materials, including all customizations, enhancements, improvements, and other modifications thereof (collectively, “Derivatives”), in each case (subclause (a) and subclause (b)) by whomsoever made and including all intellectual property rights therein, are and will remain with Commerce7. Partner has no right or license with respect to any Commerce7 Materials or Derivatives unless expressly licensed under a separate agreement with Commerce7. “Commerce7 Materials” means specifically the Commerce7 Services and any Derivatives and any and all other information, data, documents, materials, inventions, technologies, know-how, works, and other subject matter, including all software, hardware, systems, methods, processes, and devices, and all specifications, descriptions, requirements, plans, and reports, that Commerce7 conceives, discovers, designs, develops, reduces to practice, prepares, makes, modifies, or improves exclusively or nonexclusively in connection with the Commerce7 Services and any Derivatives.

8. Mutual Representations and Warranties.

Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, consents, and authorizations it grants or is required to grant under this Agreement; (c) this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and (d) this Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

9. Miscellaneous.

(a) All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement have binding legal effect only if provided to a Party in compliance with this Section 9(a)). Notices sent in accordance with this Section 9(a) will be deemed effectively given: (i) when received, if delivered by hand, with signed confirmation of receipt; (ii) when received, if sent by a nationally recognized overnight courier, signature required; (iii) when sent, if by e-mail, unless returned undelivered; and (iv) on the third (3rd) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

(b) This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or its subject matter shall be instituted exclusively in the Circuit Court or the United States District Court for Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party’s address, as determined by Section 9(a), shall be effective service of process for any suit, action, or other proceeding brought in any such court.

(c) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(d) IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, ITS SUBJECT MATTER, OR THE TRANSACTIONS CONTEMPLATED HEREBY, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE; OR (b) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(e) IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF EITHER PARTY, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ITS SUBJECT MATTER, OR THE TRANSACTIONS CONTEMPLATED HEREBY, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE LESSER OF: (a) THE TOTAL AMOUNT EARNED BY AND PAYABLE TO PARTNER UNDER SECTION 2 AND SCHEDULE 1, OR (b) TEN THOUSAND DOLLARS ($10,000). THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(f) Commerce7 reserves the right to revise and update the terms of this Agreement at any time with or without notice. All revisions and updates are effective immediately when posted to the Commerce7 website as indicated in the “Last Updated” date above. Partner agrees to review the latest version of the Agreement on the website periodically to remain aware of any modifications to the Agreement. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(g) Each Party shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of an authorized representative of the other Party. No delegation or other transfer will relieve Partner of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 10(g) is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

(h) This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. This Agreement may be executed with electronic signatures.

(i) Each Party acknowledges and agrees that a breach or threatened breach of any of the obligations under Sections 4 or 5 would cause the other Party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

(j) If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(k) For purposes of this Agreement, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation;” (b) the word “or” is not exclusive; (c) unless the context suggests otherwise, the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; (e) “Commerce7”, in the context of provisions related to limitations of liability, disclaimers of warranties, and remedies and resolutions of disputes, means and refers to Commerce7 and its officers, directors, employees, agents, owners, members, representatives, affiliates, successors, and assigns; and (f) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, attachments, and appendices mean the sections of, and exhibits, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. The schedules referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

(l) Except as set expressly set forth herein, this Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

(m) Sections 2, 3, 4, 5, 6, 8, and 9, Schedule 1 solely with respect to Referral Fee installments earned before termination, and any other provision of this Agreement which by its nature should survive
termination of this Agreement, shall survive termination of this Agreement.