3.4. For the purposes of this Agreement, a Successful Client is a client referral by the Partner who becomes a Client of the Company and has engaged a recurring or non-recurring Service of the Company. 

3.5. Partner agrees that neither Partner nor any of Partner's affiliates shall impose or charge any fees of any kind, including, but not limited to, any successful Client's application fees, referral fees, or funding fees, for any products or services offered or related to the Partner's or Partner's affiliate's performance under this Agreement. 

4. Conditions and timeline. 
4.1. Perks (the "Referral Perks") will be granted in accordance with the terms and conditions set out in Exhibit A. 

4.2.  To receive the Referral Perks, the Partner must refer clients using the link that will be sent via email.

4.3. Subsequent sales made to Successful Clients by the Company will not be used as the basis for granting Referral Perks. In addition, the Company will grant Referral Perks to the Partner only for the first effective sale to the Successful Client.

4.4. The Partner will have a period of [3 months] from the date a client referred by the Partner becomes a Client of the Company and has engaged a recurring or non-recurring Service of the Company to use the Referral Perk. After this period, the Perk will expire and cannot be used.

5. Term. 
5.1. This Agreement shall commence on the Effective Date, as stated above, and shall continue in force for a period of six (6) months (the "Initial Term"). 
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5.2. After the Initial Term, the Parties may, at their mutual discretion, agree to renew this Agreement for an additional period of twelve (12) months (the "Renewal Term"), unless terminated in accordance with Section 3.3. 

5.3. Each Party reserves the right to terminate this Agreement: (i) immediately and without notice in the event that the other Party breaches any provision of this Agreement or any other related agreement; or (ii) by providing the other Party with at least thirty (30) days' written notice of your intent to terminate this Agreement, for any reason or no reason. Termination of this Agreement shall not affect any other legal or equitable rights or remedies of either Party. 

5.4. The rights and obligations of the Parties contained in the following provisions of this Agreement shall survive the expiration or termination of the Agreement: 1.3, 4, 5, 6, 7 and any provision specifically stating that they survive the termination of this Agreement. 

6. Intellectual Property. 
6.1. Partner agrees and understands that the Company is the exclusive owner of the Company’s platform, graphic designs, icons, computer programming, and other elements incorporated therein or generated thereby, and all intellectual property rights in the foregoing. In addition, Partner acknowledges that the Company retains all ownership, right, title, and interest in and to its trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of its Services. Partner’s rights are strictly limited to the rights expressly granted in this Agreement. 

7. Confidentiality. 
7.1. For purposes of this Agreement, “Confidential Information” means any technical or business information, including but not limited to the Company’s which: (i) might reasonably be presumed to be proprietary or confidential in nature; (ii) is disclosed in a writing that is marked “confidential” or “proprietary” at the time of such disclosure; or (iii) is disclosed orally and identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing Party to the receiving Party within thirty (30) days after any such oral disclosure. 

7.2. Confidential Information will not include information that the receiving Party can demonstrate: (i) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of the receiving Party; (ii) was known by the receiving Party prior to receiving such information from the disclosing Party and without restriction, as to use or disclosure; (iii) is rightfully acquired by the receiving Party from a third party who has the right to disclose it under the circumstances and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving Party without access to any Confidential Information of the disclosing Party. 

7.3. Each Party agrees: (i) to take all reasonable action necessary to protect the confidentiality of the other Party’s Confidential Information; and (ii) not to use any such Confidential Information for any purpose except in accordance with the terms of this Agreement. Each Party may disclose the Confidential Information of the other Party to its employees and consultants who have a bona fide need to know such Confidential Information, but solely to the extent necessary for each Party to fulfill its obligations and exploit its rights under this Agreement; provided that each such employee or consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other Party’s Confidential Information as those set forth in this Agreement. The provisions of this Section 4.3 will not restrict a Party from disclosing the other Party’s Confidential Information to the extent required by any law or regulation; 

provided that the Party required to make such a disclosure uses reasonable efforts to give the other Party reasonable advance notice of such required disclosure in order to enable the other Party to prevent or limit such disclosure. 

7.4. During the course of this Agreement, it may be necessary for Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to Partner in order for Partner to seek out potential referrals. Partner will not share any of this proprietary information at any time. Partner also will not use any of this proprietary information for his/her personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party. 

8. Independent Contractors. 
8.1. The Partner is an independent contractor and this T&C does not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Partner will not have the power to bind the Company or incur obligations on the Company’s behalf without the Company’s prior written consent. 

9. Indemnity. 
9.1. The Parties each agree to indemnify and hold harmless the other Party, its respective Partners, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party. 

10. General Provisions.
10.1. Representations and Warranties. Partner represents that is fully authorized to enter into this T&C. The performance and obligations of either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.

10.2. Limitation of Liability. Under no circumstances shall either party be liable to the other party or any third party for any damages resulting from any part of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, which are not related to or the direct result of a party’s negligence or breach. 

10.3. Disclaimer of Warranties. Partner shall refer potential clients as requested by Company. Partner does not represent or warrant that such referrals will create any additional profits, sales, exposure, brand recognition, or the like. Partner has no responsibility to Company if the referrals do not lead to Company’s desired result(s). 

10.4. Severability. In the event, any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable. 

10.5. Waiver. The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power, or privilege or the exercise of any other right, power, or privilege. 

11. Communications. Complaints.  
11.1. Any notification or other communication that must be made under these T&C must be made in writing: (i) to the Partner: to the email account, which will be considered valid, even if some factual inconvenience not attributable to Lazo arises that makes it impossible for the Partner to be informed of the content of the notification; (ii) to Lazo: to the email account partnership@lazo.us.

12. Governing Law and Jurisdiction. 
12.1. The Parties agree that this T&C shall be governed by the State of Delaware, United States. Any legal action or proceeding arising under this Agreement shall be brought exclusively before an arbitrator in the State of Florida or the federal or state courts located in the State of Florida, as applicable, and the Parties irrevocably consent to personal jurisdiction and venue therein. 

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The Company will grant to the Partner a one-time Referral Perk of 10% (ten percent) of the following services:

● Incorporation in Delaware, Florida or Wyoming 
● U.S. Address
● BOI Report
● Support during an investment round 
● Assignment of Units
● Post Incorporation Documents
● Filings in Delaware, Florida or Wyoming (state fees not included)
● Cap Table management 
● Annual tax returns and other tax products
● Fractional CLO 
● Fractional CFO 
● Fractional controller 
● Startup, Growth, and Custom Accounting Packages 
● And other similar services with annual subscription fees. 
● Tax Services
● Bookkeping
● Lazo One