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1. CUSTOMER REFERRAL AGREEMENT
This CUSTOMER REFERRAL AGREEMENT (this “Agreement”) is executed as of the last
date set forth below (the “Effective Date”), by and between Payward, Inc., a Delaware corporation
(“Company”) and __________________, a ___________ company (“Referrer”). Company and
Referrer may be collectively referred to as the “Parties,” and individually as a “Party.”
RECITALS
WHEREAS, Company, through its affiliates, operates a virtual currency exchange (the “Kraken
Exchange”), whereby approved and onboarded customers may trade certain fiat currencies for
virtual currencies and virtual currencies for other virtual currencies pursuant to the Terms of
Service, as in effect from time to time and set forth on Company’s website;
WHEREAS, an affiliate of Company operates the Cryptowatch market data service
(“Cryptowatch”), whereby approved and onboarded customers can obtain market data and related
services on a subscription basis pursuant to the Terms of Service, as in effect from time to time on
the Cryptowatch website; and
WHEREAS, the Parties desire to enter into a relationship whereby Referrer will have the
opportunity to refer potential customers to either or both of the Kraken Exchange and Cryptowatch,
as specified herein, in exchange for a percentage of the fees charged by Company and its affiliates
to such customers.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties agree to the
following:
1. Designated Service. This Agreement relates to the service(s) identified on Exhibit A. Each
selected service is referred to herein as a “Designated Service.”
2. Registration Process. Referrer will provide the following information by completing Exhibit
B: the name, e-mail and phone number of two individuals from Referrer who will be designated
contacts in connection with this Agreement.
3. Referral Process.
3.1. Links. Company will provide Referrer website addresses that potential customers can
use to enter the websites for the Designated Service(s) (the “Link(s)”). Referrer shall
provide the Links to potential customers using the methods and/or media set forth on
Exhibit B.
3.2. Linked Referrals. The Links will direct potential customers to the websites for the
Designated Service(s) (the “Company Websites”), where they will have the
opportunity to become customers of the same.

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a. Customer Referrals. Each potential customer that becomes a customer of a
Designated Service after arriving at the Company Website of the Designated Service
via the applicable Link is referred to herein as a “Customer Referral.” A Customer
Referral with respect to each Designated Service excludes any customer that is an
Existing Customer of such Designated Service at the time of such referral. An
“Existing Customer” means any customer that is: (i) already a customer of the
Designated Service, (ii) a beneficial owner of a customer of the Designated Service,
or (iii) an Affiliate of a customer of the Designated Service, in each case, whether or
not such customer is active, or any entity with whom the Company or one of its
affiliates is then negotiating to provide such Designated Service. “Affiliate” means
an entity that controls, is controlled by, or is under common control with, the subject
entity.
b. Existing Customers. For the avoidance of doubt, a potential customer of one
Designated Service can become a Customer Referral of such Designated Service,
notwithstanding that such person is an Existing Customer of the other Designated
Service (if applicable).
3.3. No Obligation. The Company shall have the sole discretion whether to accept a referral
as a customer.
4. Referrer Representations and Warranties.
4.1. Referrer will not make any representations or warranties, including but not limited to
false or misleading representations with respect to the specifications, features or
functionality of the Designated Service(s).
4.2. Referrer agrees that it shall not impose or collect any fee of any kind, including but not
limited to an application fee or referral fee, from any potential customer for any product
or service offered by Company or its affiliates, including the Designated Service(s).
4.3. If Referrer displays either Link on a website, Referrer represents and warrants that such
website does not contain or link to any content, web page or site that contains any:
a. pornography or other sexual or adult material;
b. hate propaganda or material that encourages or promotes illegal activity or
violence;
c. content that violates or infringes in any way upon the statutory, common law, or
proprietary rights of others, including but not limited to copyrights, trademark
rights, patents, or any other third-party intellectual property, contract, privacy or
publicity rights;
d. material that violates any local, state or national law, rule or regulations;
e. viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful
or deleterious programming routines; or
f. material that is threatening, abusive, harassing, defamatory, obscene, profane or
indecent.

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4.4. Referrer represents and warrants that it shall not undertake any deceptive or fraudulent
methods to increase Customer Referrals. If Referrer is found in violation of this
section, this Agreement will be immediately terminated and void, and all Monthly Fees
will be cancelled and forfeited.
4.5. Referrer will comply with all local, state and federal laws and regulations governing its
actions under this Agreement. Without limiting the foregoing obligation, Referrer shall
comply with all applicable laws that govern marketing emails, including the CAN-
SPAM Act of 2003 and other anti-spam laws.
4.6. Referrer represents and warrants that it shall not “frame” any Company content on any
website.
4.7. Referrer represents and warrants that it has full power and authority to enter into this
Agreement and to perform its obligations hereunder.
5. Pricing and Payment.
5.1. Payment of Fees. Company will pay to Referrer an amount calculated in accordance
with this Section (the “Monthly Fee”) for each month. The Monthly Fee will be
payable within thirty (30) days of the end of the calendar month to which it relates.
5.2. Calculation of Fees. With respect to a Designated Service, the Monthly Fee equals the
Designated Service Percentage multiplied by the Monthly Customer Revenue for that
Designated Service. “Designated Service Percentage” means the percentage set forth
on Exhibit A for a Designated Service. “Monthly Customer Revenue” means the
revenue earned by the Company and its affiliates attributed to Customer Referrals for
the applicable Designated Service for any calendar month. For the avoidance of doubt,
the calculation of Monthly Customer Revenue for a Designated Service shall not
include revenue attributed to Customer Referrals for the other Designated Service.
5.3. Report. Company will provide Referrer a monthly report setting forth the Monthly
Customer Revenue and the Monthly Fee for each Designated Service (the “Report”).
The Report will be provided to Referrer within thirty (30) days of the end of the
calendar month to which it relates. The Report shall not include any customer-
identifying information. Monthly Customer Revenue data will be provided on an
aggregated basis.
5.4. Discounts and Refunds. The Company and its affiliates may, in their sole discretion,
provide discounts and refunds to their customers. The Monthly Fee shall be calculated
on the basis of revenue earned by Company and its affiliates, taking into account any
discounts or refunds. In the event that a refund is issued after the Monthly Fee relating
to that refunded transaction has been remitted to Referrer, the next payment of the
Monthly Fee to Referrer shall be reduced accordingly.
5.5. Taxes. Referrer will pay all sales, use, withholding and other taxes, duties or fees
imposed by any applicable laws and regulations as a result of the payments it receives
under this Agreement.

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5.6. Audit Rights.
a. For a period of two (2) years after each Monthly Fee is made to Referrer under
this Agreement, Company agrees to maintain such books, records and accounts
as are reasonably necessary to verify such payment.
b. No more than once each year during the Term (as defined in Section 8.1 below)
or within one year thereafter, upon at least ninety (90) days prior written notice
to Company, Referrer shall have the right, at its own cost and expense, to review
the Company’s books, records and accounts for the sole purpose of verifying the
Monthly Fees; provided that Company may redact customer identifying
information from such books, records and accounts. If the review reveals an
understatement of the Monthly Fees, Company will pay the full amount of such
underpayment to Referrer.
6. License and Ownership. Company grants Referrer the non-exclusive right to use the
trademarks “Kraken” and “Cryptowatch” (the “Marks”) for the purpose of establishing the
Links to a Designated Service and for no other purpose. Referrer acknowledges that the
Company retains all ownership, right, title, and interest in and to its trademarks (including the
Marks), trade names, service marks, inventions, copyrights, trade secrets, patents, technology,
software, and know-how related to the design, function, or operation of the Company Websites
and services provided thereunder. Referrer will not, at any time, do or cause to be done any act
or thing contesting or in any way impairing or tending to impair any part of Company’s right,
title and interest in the Marks. Referrer’s rights are strictly limited to the rights expressly
granted in this Agreement.
7. Confidentiality.
7.1. Definition. For purposes of this Agreement, “Confidential Information” means any
technical or business information that might reasonably be presumed to be proprietary
or confidential in nature. Without limitation, the terms of this Agreement shall be
deemed Confidential Information.
7.2. Exceptions. 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. Obligations/Restrictions. 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

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such Confidential Information, but solely to the extent necessary for each Party to fulfill
its obligations 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. In the event
a Party is required to disclose the other Party’s Confidential Information pursuant to a
valid order by a court or other governmental body or, in the reasonable opinion of such
Party’s counsel, as otherwise required by law or regulation, prior to any such required
disclosure, such Party will, to the extent permissible by law, promptly notify the other
Party so that such other Party may obtain a protective order narrowing the scope of
such disclosure. In the event that such protection against disclosure is not obtained, a
Party will be entitled to disclose the Confidential Information, but only as and to the
extent necessary to legally comply with such required disclosure.
8. Term and Termination.
8.1. This Agreement begins on the Effective Date, and unless terminated earlier in
accordance with this Section, shall be automatically renewed for one (1) year periods
thereafter (the “Term”).
8.2. Each Party may terminate this Agreement (i) immediately on notice to the other Party
in the event that the other Party breaches any provision of this Agreement, or (ii) for
convenience, upon providing the other Party thirty (30) days’ prior written notice.
Termination shall not affect the obligation to pay Monthly Fees with respect to
Customer Referrals that occurred prior to the effective date of the termination.
8.3. Promptly upon expiration or termination of this Agreement, Referrer will cease
distributing, posting or otherwise publishing the Links. The rights and obligations
contained in the following provisions of this Agreement will survive the expiration or
termination of this Agreement: Sections 5, 7, 9, 10 and 11.
9. Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT
OR AS OTHERWISE REQUIRED BY LAW, EACH PARTY EXPRESSLY DISCLAIMS
ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NONINFRINGEMENT.
10. Limitation of Liability. EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT
SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO
LOSS OF PROFITS, WHETHER IN AN ACTION IN CONTRACT, TORT OR
OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
AGREEMENT; PROVIDED THAT THIS LIMITATION OF LIABILITY SHALL NOT
APPLY IN THE EVENT OF A PARTY’S GROSS NEGLIGENCE, WILLFUL
MISCONDUCT OR FRAUD. TO THE MAXIMUM EVENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER
PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING

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NEGLIGENCE) OR OTHER THEORY, ARISING OUT OF THIS AGREEMENT, EXCEED
THE FEES PAID UNDER THIS AGREEMENT DURING THE 12 MONTHS
IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH
LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO BREACHES
OF SECTION 7 HEREUNDER.
11. General Provisions.
11.1. Governing Law/Arbitration. This Agreement will be governed by and interpreted in
accordance with the laws of the State of Delaware, without giving effect to any
principles of conflict of laws. Any dispute, claim or controversy arising out of or
relating to this Agreement shall be determined by arbitration in the County of San
Francisco, California. The arbitration shall be administered by JAMS pursuant to its
Comprehensive Arbitration Rules and Procedures.
11.2. Modification. Any waiver, modification or amendment of any provision of this
Agreement will be effective only if in writing and signed by each Party.
11.3. Entire Agreement. This Agreement, including Exhibits A and B, constitute the
complete and exclusive understanding and agreement between the Parties regarding its
subject matter and supersedes all other prior or contemporaneous agreements or
understandings, written or oral, relating to its subject matter.
11.4. Notice. Each Party will provide all notices and other communications to the e-mail
addresses the other Party provides in Exhibit A (for Company) or Exhibit B (for
Referrer) or such other e-mail addresses as notified to the other Party in writing from
time to time. The foregoing are the only effective channels for providing notice and all
other forms of notice will be ineffective for purposes of this Agreement. Notices will
be effective when sent.
11.5. Severability. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, that portion of such provision that is not invalid, illegal or unenforceable
shall remain in effect, and the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. Upon such
determination that any provision is invalid, illegal or incapable of being enforced, the
Parties shall negotiate in good faith to modify this Agreement so as to affect the original
intent of the Parties as closely as possible.
11.6. Successors and Assigns. This Agreement will be binding upon and will inure to the
benefit of each Party’s permitted successors and assigns. The Agreement is not
assignable or transferable by Referrer without the prior written consent of the
Company, which shall not be unreasonably withheld. Any attempt to assign or transfer
this Agreement in violation of this provision will be void.
11.7. Waiver. The failure by any Party to enforce any provision of this Agreement will not
constitute a waiver of future enforcement of that or any other provision.

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11.8. Third-Party Rights. Other than the Parties, no person or entity will have or acquire any
right by virtue of this Agreement.
11.9. Independent Contractors. Referrer is an independent contractor and this Agreement
does not establish any relationship of partnership, joint venture, employment, franchise,
or agency between the Parties. Referrer will not have the power to bind the Company
or incur obligations on the Company’s behalf without the Company’s prior written
consent.
In WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed as of the
date set forth below by its duly authorized representative.
PAYWARD, INC. REFERRER
By:_____________________________ By: ____________________________
Name: Name: ____________________________
Title: Title: ____________________________
Date: Date: ____________________________

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EXHIBIT A
DESIGNATED SERVICE
Instructions: Select Service(s) to which this Agreement relates.
Kraken Exchange
Designated Service Percentage: 20%, capped at 1,000 USD per referred client (~$2M in
traded volume)
Cryptowatch
Designated Service Percentage: 20%
COMPANY E-MAIL FOR NOTICE: shimon@kraken.com

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EXHIBIT B
REFERRER CONTACT INFORMATION:
Designated Contact #1
Name: _________________________
E-mail: _________________________
Phone #: _________________________
Designated Contact #2
Name: _________________________
E-mail: _________________________
Phone #: _________________________
METHOD OF LINK DISTRIBUTION/PUBLICATION (including URLs of any websites):
_________________________