Referral & Reseller Agreement

Version Date: July 29, 2026

These Referral and Reseller Terms and Conditions (“Terms”) are incorporated into each Referral/Reseller Agreement (“Agreement”) entered into between CGI Communications, Inc., doing business as CGI Digital and/or HelloNation (“CGI”), and the referral or reseller partner identified in the Agreement (“Partner”). The Agreement and these Terms are collectively referred to as the “Agreement.”

1. Referral and Reseller Program

Partner may participate in one or both of the following capacities:

Referral Partner. Partner introduces qualified prospective customers to CGI, after which CGI is primarily responsible for presenting, contracting, fulfilling, billing, and collecting for the applicable products or services.

Reseller Partner. Partner actively markets and sells CGI products or services to prospective customers, subject to CGI’s pricing, contracting, approval, and fulfillment procedures.

Partner is not required to devote any minimum amount of time or produce any minimum number of referrals or sales unless a separate written addendum expressly provides otherwise.

2. Qualified Referrals

A “Qualified Referral” means a prospective customer that:

is submitted to CGI through CGI’s designated submission process;
is not already a current CGI customer for the applicable product or service;
is not already recorded in CGI’s systems as an active prospect, referral, or sales opportunity;
has not been contacted or solicited by CGI concerning the applicable product or service during the preceding twelve months;
has a legitimate potential interest in CGI’s products or services; and
was introduced to CGI through Partner’s bona fide personal or business relationship or marketing efforts.

CGI’s records will control in determining whether a prospective customer was previously known to or contacted by CGI, absent clear evidence of error.

Submitting a name, directory, purchased list, scraped contact, or publicly available contact information without a genuine introduction or meaningful sales involvement does not, by itself, create a Qualified Referral.

3. Submission and Registration of Prospects

Partner must submit referrals and prospective sales opportunities through the method designated by CGI and provide the prospective customer’s name, business name, contact information, anticipated product or service, and sufficient information to identify the source and nature of the relationship.

A referral is not protected until CGI confirms its acceptance in writing or records it as accepted in CGI’s customer relationship management system.

Unless CGI agrees otherwise in writing, an accepted referral remains registered to Partner for twelve months from acceptance. If no sale is completed during that period, CGI may close or reassign the opportunity.

4. Exclusive Accounts

No prospective customer, industry, territory, market, or account is exclusive to Partner unless expressly identified in the signed Agreement or a written addendum signed by CGI.

Any exclusivity:

applies only to the specific accounts, products, territory, and period stated in
writing;
2. does not apply to an existing CGI customer or previously active CGI prospect;
3. may be conditioned on Partner’s continuing active efforts;
4. does not restrict CGI from responding to unsolicited inquiries; and
5. terminates when the Agreement terminates, except for commissions expressly
protected under Section 9.

Partner shall promptly provide CGI with any list of accounts claimed as exclusive. CGI
may accept, reject, or identify exceptions to the list based on its existing records.

5. CGI Control Over Products and Customer Acceptance

CGI retains sole control over:

the products and services it offers;
pricing, discounts, payment terms, and financing;
customer eligibility and credit approval;
contract language and term;
production, scheduling, content, delivery, and customer support;
acceptance or rejection of any prospective customer; and
modification or discontinuation of any product or service.

CGI is not obligated to accept any referral, sale, order, or proposed customer.

6. No Authority to Bind CGI

Partner has no authority to:

sign a contract on behalf of CGI;
alter CGI’s pricing, products, services, warranties, or contract terms;
make guarantees concerning performance, results, audience size, search-engine placement, leads, sales, revenue, or return on investment;
collect customer funds unless expressly authorized in writing;
incur obligations or expenses on behalf of CGI; or
represent that Partner is CGI’s employee, agent, legal representative, franchisee, joint venturer, or exclusive representative.

All customer contracts must be on forms approved by CGI and accepted by an
authorized CGI representative.

7. Partner Responsibilities

Partner shall:

conduct business professionally and honestly;
2. accurately describe CGI and its products and services;
3. use only current sales materials approved by CGI;
4. promptly provide CGI with complete information concerning each referral or sale;
5. avoid false, misleading, deceptive, or unsubstantiated statements;
6. disclose that Partner may receive compensation from CGI when legally required
or reasonably necessary to avoid misleading a prospective customer;
7. protect all customer, prospect, and CGI information;
8. promptly notify CGI of complaints, threatened claims, governmental inquiries, or
suspected misconduct; and
9. ensure that its personnel and subcontractors comply with the Agreement.

FTC guidance generally requires clear disclosure of a material financial relationship
when that relationship could affect how an endorsement or recommendation is
evaluated.

8. Marketing and Communications Compliance

Partner is solely responsible for ensuring that its prospecting, advertising, telephone
calls, text messages, emails, social-media activity, and other communications comply
with all applicable laws, regulations, industry rules, and platform requirements.

Without limiting the foregoing, Partner shall:

maintain and honor applicable internal and governmental do-not-call requests;
obtain all legally required consent before placing automated, prerecorded, artificial-voice, or marketing calls or texts;
use truthful sender information and non-deceptive subject lines in commercial email;
include legally required identification, address, and opt-out information;
promptly honor unsubscribe and opt-out requests;
not purchase, scrape, harvest, or use contact information unlawfully;
not impersonate CGI, HelloNation, a governmental body, chamber of commerce,
association, media outlet, or customer; and
retain reasonable records demonstrating consent and compliance.

The FTC’s CAN-SPAM guidance requires compliance for commercial email and provides
recipients a right to stop future messages. FCC rules separately regulate various
telemarketing calls and texts, including certain automated or prerecorded
communications.

Partner shall not use CGI’s dialing, email, messaging, or marketing systems without
separate written authorization.

9. Referral and Reseller Compensation

Subject to the signed Agreement:

Referral Fee. CGI will pay Partner the percentage stated in the Agreement of Net
Collected Revenue attributable to a Qualified Referral.

Reseller Fee. CGI will pay Partner the percentage stated in the Agreement of Net
Collected Revenue attributable to a sale substantially procured and completed by
Partner.

“Net Collected Revenue” means amounts actually received and retained by CGI from the
applicable customer, less:

refunds, credits, rebates, and chargebacks;
cancellations and uncollectible amounts;
sales, use, excise, and similar taxes;
financing charges and third-party processing fees;
pass-through media, postage, talent, platform, licensing, or production expenses specifically excluded by CGI;
trade, barter, or non-cash consideration, unless CGI agrees otherwise in writing; and
amounts attributable to products or services not commissionable under the applicable program.

A transaction will not qualify for both a referral fee and reseller fee. CGI will determine
the applicable category based on Partner’s actual role in procuring the sale.

10. Payment Timing and Statements

Unless the signed Agreement provides otherwise, commissions will be calculated and paid monthly or quarterly in accordance with CGI’s regular commission cycle, after CGI receives the corresponding customer payment.

No commission is earned merely because:

a customer signs an agreement;
CGI issues an invoice;
Partner submits a referral;
a customer promises payment; or
revenue is booked but not collected.

CGI may require Partner to submit a completed IRS Form W-9 and any reasonably requested payment information before issuing compensation.

Partner must notify CGI in writing of any claimed payment discrepancy within ninety days after receiving the applicable statement or payment. Otherwise, the statement will be deemed accepted, except for manifest error.

11. Cancellations, Refunds and Chargebacks

If CGI pays Partner a commission and the corresponding customer payment is later refunded, credited, reversed, charged back, deemed uncollectible, or otherwise returned, CGI may:

deduct the overpayment from future commissions;
2. require Partner to repay the overpayment within thirty days; or
3. offset the amount against any other sums owed to Partner.

CGI has sole discretion, exercised in good faith, to resolve customer billing disputes, issue credits or refunds, compromise accounts, and determine whether collection activity is commercially appropriate.

12. Renewals and Additional Sales

Partner will receive commissions on renewals, expansions, or additional sales only to the extent expressly stated in the signed Agreement.

Where the signed Agreement provides for renewal commissions, those commissions apply only to revenue:

actually received by CGI;
attributable to the customer and product originally credited to Partner;
received while the customer’s service continues without a material break;
not generated through a separate referral or reseller after termination; and
not excluded under the Agreement.

Unless otherwise stated in writing, commissions do not apply to unrelated products later purchased by the customer or to affiliated entities that did not enter into the original customer contract.

13. Compensation Following Termination

After termination, Partner remains entitled to commissions on customer contracts accepted by CGI before the effective termination date, including qualifying renewals expressly protected by the signed agreement, subject to continued customer payment and these Terms.

However, no post-termination commission will be owed if CGI terminates the Agreement because Partner:

committed fraud or intentional misconduct;
knowingly made material misrepresentations;
violated applicable marketing or privacy laws;
misused CGI’s trademarks or confidential information;
diverted or misappropriated customer payments;
materially harmed CGI’s reputation or customer relationships; or
materially breached the Agreement and failed to cure the breach where cure was reasonably possible.

Termination does not entitle Partner to commissions on prospects that had not entered into a CGI customer agreement before termination, unless CGI expressly agrees otherwise in writing.

14. Partner Personnel and Downline Representatives

Partner may use its own employees or representatives only at its own expense and responsibility. Partner shall ensure that each such person:

is properly trained;
is legally permitted to perform the applicable activities;
complies with the Agreement;
makes no unauthorized representations; and
protects CGI and customer information.

CGI has no obligation to compensate Partner’s employees, agents, subcontractors, downline representatives, or referral sources. Partner is solely responsible for all
compensation, taxes, benefits, supervision, claims, and obligations relating to those persons.

CGI may require Partner to discontinue the involvement of any person whose conduct CGI reasonably believes creates legal, compliance, customer-relations, or reputational risk.

15. Independent Contractor Relationship

Partner is an independent contractor and not an employee, agent, broker, franchisee, joint venturer, fiduciary, or legal representative of CGI.

Partner controls the manner and means by which it conducts its activities, subject to CGI’s product, brand, compliance, and customer-contract requirements.

Partner is solely responsible for:

its business expenses;
licenses and permits;
federal, state, and local taxes;
insurance;
compensation and benefits for its personnel; and
compliance with employment and independent-contractor laws.

Nothing in the Agreement creates a franchise, business opportunity, partnership, fiduciary relationship, or exclusive agency.

16. Limited Trademark License

During the term, CGI grants Partner a limited, revocable, non-exclusive, non-transferable license to use CGI-approved names, logos, trademarks, service marks, and sales materials solely to market CGI products and services under the Agreement.

Partner shall not:

alter CGI’s trademarks or materials without approval;
register or claim ownership of any confusingly similar name, trademark, domain
name, social-media account, or keyword;
use CGI’s marks in Partner’s legal or assumed business name;
imply governmental, association, chamber, BBB, or other third-party
endorsement beyond what CGI has expressly authorized;
create marketing materials bearing CGI’s marks without prior approval; or
continue using CGI’s intellectual property after termination.

All goodwill arising from Partner’s use of CGI’s marks belongs exclusively to CGI.

17. Intellectual Property

CGI and its licensors retain all right, title, and interest in CGI’s:

products, platforms, software, websites, and technology;
videos, articles, publications, templates, and creative materials;
processes, pricing, customer contracts, presentations, scripts, and training
materials;
trademarks, trade names, slogans, domain names, and branding; and
data, reports, analytics, and confidential business information.

Partner acquires no ownership interest in any CGI intellectual property.

Unless separately agreed in writing, Partner may not copy, modify, reverse engineer, distribute, license, resell independently, or create derivative works from CGI materials or technology.

18. Confidentiality

Each party shall protect the other party’s nonpublic business, financial, technical, customer, pricing, sales, and proprietary information using at least reasonable care.
Confidential Information may be used only to perform the Agreement and may be disclosed only to personnel who have a need to know and are bound by confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate:

was lawfully known without restriction;
becomes public through no breach of the Agreement;
is received lawfully from a third party without confidentiality restrictions; or
is independently developed without use of the disclosing party’s information.

If disclosure is legally required, the receiving party shall, when permitted, provide prompt notice and reasonable assistance in seeking protective treatment.

These confidentiality obligations survive termination for five years; trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

19. Customer and Personal Information

Partner shall collect, access, use, store, disclose, and transmit customer and prospect information only as necessary to perform the Agreement and in compliance with applicable privacy and data-security laws.

Partner shall:

use reasonable administrative, technical, and physical safeguards;
limit access to authorized persons;
not sell or independently market customer or prospect data obtained through CGI;
notify CGI promptly of any suspected unauthorized access, use, loss, or disclosure;
cooperate in investigating and remediating any incident; and
securely return or destroy information upon request or termination, except where retention is legally required.

20. Customer Relationships

All customer contracts for CGI products and services are between CGI and the customer unless CGI expressly approves a different arrangement in writing.

Partner shall not:

interfere with CGI’s performance or collection of a customer agreement;
encourage a CGI customer to cancel, withhold payment, or breach its agreement;
redirect payments owed to CGI;
make unauthorized promises concerning refunds, cancellation rights, or contract modifications; or
hold itself out as having authority to resolve legal or billing disputes for CGI.

Nothing in this section prevents Partner from maintaining its own legitimate business relationship with the customer concerning products or services unrelated to CGI.

21. Representations and Warranties

Each party represents that:

it has authority to enter into the Agreement;
2. entering into and performing the Agreement does not violate another binding obligation; and
3. it will comply with applicable law in performing its responsibilities.

Partner additionally represents that all information it provides concerning referrals, customer relationships, consent, sales activity, and commissions is complete and accurate.

Except as expressly stated in the Agreement, CGI makes no representation or warranty concerning:

the amount of income Partner will earn;
the number of referrals or sales available;
customer acceptance or retention;
the performance or results of any marketing service;
search-engine rankings or artificial-intelligence responses;
leads, conversions, revenue, or profitability; or
uninterrupted availability of any product, website, platform, or service.

22. Indemnification

Partner shall defend, indemnify, and hold harmless CGI, its affiliates, and their
respective officers, directors, employees, and representatives from claims, damages,
losses, penalties, fines, judgments, costs, and reasonable attorneys’ fees arising from or
related to:

Partner’s acts or omissions;
Partner’s marketing, calls, texts, emails, or representations;
a violation of law by Partner or its personnel;
breach of the Agreement;
misuse of CGI intellectual property;
unauthorized commitments made in CGI’s name;
employment or compensation claims involving Partner’s personnel; or
unauthorized collection, use, or disclosure of personal information.

CGI shall indemnify Partner from third-party claims arising directly from CGI’s gross
negligence, willful misconduct, or material breach of the Agreement.

The indemnified party shall provide reasonably prompt notice and cooperation. The
indemnifying party may control the defense but may not settle a claim in a manner that
admits wrongdoing or imposes nonmonetary obligations on the indemnified party
without written consent.

23. Limitation of Liability

To the maximum extent permitted by law:

neither party will be liable for consequential, incidental, special, exemplary, or punitive damages, or for lost profits, lost opportunities, or lost data, arising from the Agreement; and
CGI’s aggregate liability arising from the Agreement will not exceed the commissions paid or payable to Partner during the twelve months preceding the event giving rise to the claim.

These limitations do not apply to fraud, willful misconduct, confidentiality breaches, intellectual-property misuse, indemnification obligations, or amounts properly payable as earned commissions.

24. Insurance

Partner shall maintain insurance reasonably appropriate for its activities, which may include commercial general liability, professional liability, cyber liability, automobile liability, and workers’ compensation coverage.

Upon reasonable request, Partner shall provide evidence of coverage.

25. Term and Termination

The Agreement begins on its effective date and continues until terminated.

Either party may terminate the Agreement at any time by written notice. Termination is effective upon receipt or on the later date stated in the notice.

CGI may suspend Partner’s activity or terminate immediately if CGI reasonably believes Partner has:

violated law;
engaged in fraud or deceptive conduct;
made unauthorized representations;
created material customer, regulatory, or reputational risk;
misused confidential information or intellectual property;
failed to remit customer funds; or
materially breached the Agreement.

26. Effect of Termination

Upon termination, Partner shall immediately:

stop representing itself as affiliated with or authorized by CGI;
stop using CGI’s names, marks, systems, and sales materials;
return or destroy confidential information as requested;
transfer to CGI all pending customer information and communications relating to CGI opportunities;
cease entering into or negotiating new CGI transactions; and
remit any CGI funds in Partner’s possession.

Sections concerning compensation already earned, chargebacks, confidentiality, intellectual property, data protection, indemnification, limitation of liability, dispute resolution, and other provisions intended by their nature to survive will remain effective.

27. Books, Records and Verification

Partner shall maintain accurate records supporting its referrals, marketing consent, customer communications, and compliance for at least four years.

CGI may reasonably request records needed to verify a referral, sale, commission, customer complaint, consent, or compliance issue.

CGI may audit records directly related to the Agreement upon reasonable notice, no more than once annually unless CGI has a good-faith basis to suspect a material violation.

28. Notices

Formal notices must be in writing and delivered by personal delivery, nationally recognized overnight carrier, certified mail, or email with confirmation of transmission to the addresses stated in the signed Agreement or to any updated address provided in writing.

Notices to CGI shall be sent to:

CGI Communications, Inc.
130 East Main Street
Rochester, New York 14604
Attention: General Counsel
Email: [email protected]

Routine referral submissions, sales communications, and commission questions are not
formal legal notices.

29. Governing Law and Venue

The Agreement is governed by the laws of the State of New York, without regard to conflict-of-law principles.

The parties consent to the exclusive jurisdiction of the state and federal courts located in Monroe County, New York, for any action arising from the Agreement, and waive objections based on venue or inconvenient forum.

New York courts generally enforce clear contractual choice-of-law and forum-selection provisions, subject to recognized contract defenses and public-policy limitations.

30. Attorneys’ Fees

In an action to enforce the Agreement, the substantially prevailing party may recover its reasonable attorneys’ fees and costs, in addition to any other relief awarded.

Before commencing litigation, the parties shall make a good-faith effort to resolve the dispute through discussions between authorized business representatives, except where immediate injunctive relief is reasonably necessary.

31. Injunctive Relief

A breach involving confidential information, customer funds, intellectual property, unauthorized representations, or misuse of data may cause harm not adequately compensable by money damages. The affected party may seek temporary, preliminary, or permanent injunctive relief without waiving other available remedies.

32. Amendments to Online Terms

The version of these Terms identified in the signed Agreement governs unless the parties agree otherwise.

CGI may update these Terms prospectively by posting a revised version and providing Partner with at least thirty days’ written notice. An update will not retroactively reduce a
commission already earned or change the commission percentages stated in the signed Agreement without Partner’s written consent.

Partner’s continued submission of new referrals or sales after the effective date of a properly noticed update constitutes acceptance of the revised Terms.