REFERRAL PARTNER PROGRAM OVERVIEW

(US & Canada)

This Program Overview (“ Program Overview ”) is between the person or organization agreeing to the terms herein (“Partner” or “you”) and the applicable GoTo entity set forth in the contracting entities table at https://www.goto.com/company/legal/contracting-entities (“GoTo,” “us,” or “we”), and is governed by the GoTo Partner Network Terms and Conditions at https://www.goto.com/company/legal/partner-network-terms (the “Partner Terms”). This Program Overview, together with the Partner Terms, shall be considered the “Agreement.” Any terms not defined herein are defined in the Partner Terms. The “Effective Date” of this Agreement is the date you agree to its terms.

1. Scope; Purpose .

   Under these Referral Partner Program terms we authorize you as a non-exclusive partner to market and promote the Services and provide us Leads. In no event are you authorized to distribute Services or any other of our products or services for resale or otherwise obligate us to provide Services to any third party. You are not eligible to participate in the Referral Partner Program if you have already registered as an Authorized Agent.

2. Applicable Services.

   The following services are available for Commission under the Referral Partner Program

   (“Services”):

   
   

   GoTo Connect	GoTo Stage	Rescue
   GoTo Connect CX	GoTo Room	Central
   GoTo Contact Center	GoTo Webinar	Pro
   GoTo Customer Engagement	GoTo Training
   GoTo Meeting	GoTo Resolve

   
   

3. Sales and Contracting.

   We set all terms and pricing for Customer contracts and those contracts are between the Customer and us. We may enforce those contracts however we choose, including termination, and we may contact Customers at any time for any reason. You may not sign a contract on behalf of a Customer without clear legal authority (e.g. power of attorney). Doing so is a material breach of this Agreement.

4. Referral Fees .

   We will pay you a one-time Referral Fee for Qualified Referrals as set forth below. The Services include an option to earn a one-time Renewal Fee and all Services Referral and Renewal Fees are based on the Aggregate MRR we have billed in the prior month as stated in the table below. We will convert MRR to USD as necessary to calculate your commission rate. We may review the applicable Partner Tier, Referral Fee Rate, and Renewal Fee Rate in our discretion or upon your request, but in any case, no less than annually. The Referral Fee Rate and Renewal Fee Rate (where applicable) for all Qualified Referrals will remain unchanged, except that any change to the Referral Fee Rate or Renewal Fee Rate for GoTo Connect will apply as of the first full month after the change.

   Referral Fees:

   Partner Tier	Aggregate MRR* (USD) for all Services	Referral Fee Rate	Renewal Fee Rate
   Base	≤ $15,000	20%	10%
   Silver	$15,001 - $50,000	20%	10%
   Gold	$50,001 - $500,000	25%	15%
   Platinum	$500,001+	30%	20%

   * Monthly Recurring Revenue ” or “MRR” means the base charges for the Services, whether billed monthly or billed for a longer period and allocated monthly. It does not include taxes and fees, hardware rental or purchase amounts, per- minute or other variable charges, DID charges, porting charges, professional services charges, or any other amounts.

5. Referral Fee Qualifications; Payment .

   To qualify for Referral Fees, you must register a Lead, we must validate it, and it must be considered a Qualified Referral. A “Qualified Referral” means a Customer that has signed a contract for Services for a minimum 12-month term and been actively using the applicable Service(s) for no less than 90 consecutive days.

   1. Payment. We will pay you the applicable Referral Fee for Qualified Referrals in the prior calendar month as set forth herein. Referral Fees are only payable for a Customer’s initial subscription term, up to a maximum twelve (12) month period. Renewal terms for Services may be eligible for additional renewal fees as described below. We base Referral Fees on billings. If we bill for multiple months at once, we will pay you a Referral Fee based on the full amount billed for the Qualified Referral, but, , we will allocate the amount billed equally across all applicable months for purposes of calculating the Partner Tier. For example, if you have a $36,000 annual Qualified Referral that we bill all at once, we will pay a Referral Fee on the full $36,000 in the month we bill the customer, and the Partner Tier for that month and the following 11 months will be based on $3,000 MRR for that Qualified Referral plus any other MRR for other Qualified Referrals.

   2. Renewal Fees. For Customers that renew their service agreement with us for a minimum 1-year term following expiration of their initial subscription term, we will pay you an additional renewal fee based on the Aggregate MRR for renewals as set forth in the table above (“Renewal Fee”). We will pay you any Renewal Fees during the month following the Customer’s annual renewal date.

   3. Customer Disqualification or Non-Payment. If a Customer does not meet the requirements for a Qualified Referral or fails to pay the amount we have billed after we have paid you a Referral Fee or Renewal Fee based on that amount, we will have overpaid you for that Customer and will apply the overpayment against future Referral Fees or Renewal Fees we would otherwise owe you.

   4. Payment Currency . We will pay you on a monthly basis for Referral Fees and Renewal Fees in your Home Currency unless the parties agree otherwise in writing. As necessary, we will convert Customer currency to your Home Currency using month-end closing rates published by Bloomberg on the last business day of each month. We are not required to make any payment due under this Agreement until the aggregate Referral Fees and Renewal Fees payable to you are at least fifty dollars ($50.00 USD). If our payment to you is subject to value-added taxes or similar charges, you must submit an invoice to us for the amount due plus any applicable value-added taxes. We will have no obligation to pay Referral Fees or Renewal Fees until you have provided the invoice.

   5. Disputes. If you believe we have incorrectly calculated your applicable Referral Fee or Renewal Fee, you must notify us no later than 60 days after the applicable payment.

6. Customer Information.

   Any Customer information you provide us as part of your participation in the Referral Program is jointly owned by each party and may be used by either party in any manner deemed appropriate subject to (i) each party’s published privacy policies then in effect, and (ii) all privacy and data protection laws and regulations applicable to the gathering, processing, storage and transmission of the Customer information.

7. Lead Registration. Registration and validation for the Referral Program are governed by our current Rules of Engagement posted at https://partnerexchange.logmeininc.com/ROE/overview.aspx?language=english