REFERRAL AGREEMENT By submitting this form, you (the “Sitter”) agree that you are entering into this REFERRAL AGREEMENT (this “Agreement”) with The Sitter Tree, LLC, a Georgia limited liability company (the “Company”) as of the day and year of submission. RECITALS: WHEREAS, the Company desires to refer the Sitter for child and/or pet sitting services (the “Sitting Services”), from time to time; and WHEREAS, the parties hereto desire to enter into an agreement for the Company’s interaction with the Sitter on the terms and conditions contained in this Agreement; NOW, THEREFORE, in consideration of the premises, the mutual promises hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Referrals. Subject to the terms and conditions of this Agreement, the Company hereby shall refer the Sitter to perform the Sitting Services set forth herein, and the Sitter hereby accepts the terms of this Agreement. 2. Independent Contractor. 2.1. THE SITTER AGREES AND ACKNOWLEDGES THAT SHE IS AN INDEPENDENT CONTRACTOR IN HER RELATIONSHIP WITH THE COMPANY AND THAT THIS AGREEMENT SHALL NOT RENDER THE SITTER AN EMPLOYEE, PARTNER, AGENT OF, OR JOINT VENTURER WITH THE COMPANY FOR ANY PURPOSE. 2.2. AT ALL TIMES DURING THE TERM OF THIS AGREEMENT, THE SITTER SHALL CONTROL THE MANNER AND MEANS BY WHICH THE SITTING SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE ACHIEVED. 2.3. THE COMPANY SHALL NOT BE RESPONSIBLE FOR WITHHOLDING TAXES WITH RESPECT TO THE SITTER’S COMPENSATION FOR PERFORMING THE SITTING SERVICES. 2.4. THE SITTER IS NOT ENTITLED TO, AND SHALL HAVE NO CLAIM AGAINST THE COMPANY HEREUNDER OR OTHERWISE FOR VACATION PAY, SICK LEAVE, RETIREMENT BENEFITS, SOCIAL SECURITY, WORKER’S COMPENSATION, HEALTH OR DISABILITY BENEFITS, UNEMPLOYMENT INSURANCE BENEFITS, OR EMPLOYEE BENEFITS OF ANY KIND. 2.5. AT NO TIME DURING THE TERM OF THIS AGREEMENT SHALL THE COMPANY BE REQUIRED TO PROVIDE THE SITTER WITH A MINIMUM QUANTITY OF WORK HEREUNDER. SIMILARLY, THE SITTER SHALL NOT BE OBLIGATED TO ACCEPT ANY WORK OFFERED TO HER BY THE COMPANY UNDER THIS AGREEMENT AND SHALL BE FREE TO ACCEPT THE SAME OR SIMILAR WORK FROM COMPANIES OTHER THAN THE COMPANY. 2.6. THE SITTER DOES NOT HAVE ANY RIGHT, POWER OR AUTHORITY TO CREATE ANY CONTRACTS OR OBLIGATIONS, EITHER EXPRESS OR IMPLIED, ON BEHALF OF OR IN THE NAME OF THE COMPANY. 3. Compensation. The Sitter hereby agrees and acknowledges that the household for which she provides Sitting Services, and not the Company, is responsible for paying the Sitter for the Sitting Services. The schedule of fees that a household shall pay the Sitter for the Sitting Services is set forth on the Company’s website located at sittertree.com and such fees are subject to change in the Company’s sole discretion. 4. Referral Protocol. The protocol for accepting referrals from the Company (the “Referral Protocol”) as of the date of this Agreement is set forth on Exhibit A to this Agreement, which is attached hereto and incorporated herein by reference. The Referral Protocol may be revised, from time to time, in the Company’s sole discretion. a. Referral fees. The Sitter agrees that in order to receive job referrals from Company, the Sitter agrees to make payments into an account created and maintained by the Company (each, a “Sitter Account”) in advance for future job assignments. . Fees charged by the Company for referrals vary based upon the total wage payable to the sitter. The fee schedule is subject to change at any time in the Company’s sole discretion. Each job will cost the sitter 10% of the estimated wages as calculated at the time of the job request. Payments must be made through Stripe on the Company website (sittertree.com) The Sitter will forfeit her account balance if Sitter decides to no longer receive jobs from Company or if Company deems the Sitter is no longer fit to be referred for any reason. b. Termination fees. The Sitter agrees and acknowledges to pay a Termination Fee of $10 to Company for cancellations made within any amount of time after a job has been assigned to the Sitter. I agree the Company may reduce my Sitter account balance by $10 per cancellation. c. Late Termination fees. The Sitter agrees and acknowledges to pay a Late Termination Fee, in addition to a Sitter Fee, to Company for cancellations made within the specified amount of time prior to a job scheduled start time. I agree the Company may reduce my Sitter account balance, in addition to the set Sitter Fee for the job, according to the Termination Fee schedule below: i. $15 for cancellations made within five (5) hours of Sitter’s scheduled arrival time. ii. $25 for cancellations made within three (3) hours of Sitter's scheduled arrival time. iii. $35 for cancellations made after a Sitter's scheduled arrival time. d. Late Arrival fees. The Sitter agrees and acknowledges to pay a Late Arrival Fee in the amount of $5, in addition to a Sitter Fee, to Company for any arrival after the scheduled start time of any job. I agree the Company may reduce my Sitter account balance, in addition to the set Sitter Fee for the job. The Sitter agrees that If there is an insufficient amount in my account to cover any fee, the account will be reduced to a deficit and I will be responsible to make a deposit to my account in order to be receive future job assignments. 5. Administration of Medication. The Sitter hereby agrees and acknowledges that the Company does not authorize the Sitter to administer medication to any person or pet. The Sitter agrees to indemnify, save and hold harmless from any loss, liability, attorney fees, damage or cost that the Company may incur arising out of, or related to, the administration of any medication to any person or pet by the Sitter. 6. Driving. The Sitter hereby agrees and acknowledges that the Company shall not provide her with insurance coverage related to the transportation, by any vehicle, of any persons or pets related to the Sitter’s performance of the Sitting Services hereunder. The Sitter hereby agrees to indemnify, save and hold harmless the Company from and against any loss, liability, attorney fees, damage or costs that the Company may incur arising out of, or related to, the Sitter’s transportation of any person or pet in any vehicle in the course of performing the Sitting Services. 7. Non-circumvention. The Sitter hereby agrees to schedule Sitting Services only through the Company’s Referral Protocol. The Sitter hereby agrees not to directly contact families met through the Company or its website, including families referred to by the Company’s members. In the event that the Sitter violates the provisions of this Section 7, the Sitter hereby authorizes the Company to charge her credit card a $100 fee for each such violation. 8. No photographing or videoing. In accordance with a child's right to privacy, Sitter agrees not to photograph or video any child assigned to her care by Company. Such action will result in immediate termination and forfeit of any balance in Sitter's account with Company. 9. Expenses. During the term of this Agreement, the Sitter shall be solely responsible for all expenses which are incurred in connection with the performance of the Sitter’s Sitting services. More so, Sitter is responsible for any personal items (phone, ipad, laptop, etc.) brought to a job. Neither Company nor any family is responsible to reimburse Sitter for any loss or damages to items brought to a job. 10. Authority; No Conflicts of Interest. The Sitter represents and warrants that she has the authority to enter into this Agreement. The Sitter also represents and warrants that she is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Sitter and any third party. 11. Confidential Information. Sitter understands the importance of preserving the confidential nature of the information of Company. This includes, but is not limited to, Company data and records relative to business interests, client information, confidential child information, insider information, trade secrets, website functionality, and know‐how. This also includes information wherein Company has an obligation of confidentiality to a third party and information concerning any child, co‐worker, independent contractor, associate, volunteer or workforce member. Sitter understands the necessity that such information not be compromised or disclosed for any reason other than necessary business needs. 12. Sitter is also aware and fully understands that any violation of this Confidential Information Agreement is grounds for corrective action, up to and including immediate termination, related contract or agreement between Company or related organizations by which Sitter is bound. 13. Sitter acknowledges that any breach of this Agreement by Sitter will result in irreparable harm to Company and that money damages will be inadequate and difficult to measure. Therefore, in addition to any other remedy at law or equity available to Company, Sitter agrees that Company shall be entitled to temporary, preliminary, and permanent injunctive relief to prevent any actual or threatened breach or continuation of any breach of this Agreement, or to cure any breach of this Agreement, without the necessity of proving actual damages or posting a bond or other security therefore. 14. Sitter acknowledges that the covenants and agreements herein are reasonable and necessary to protect Company's legitimate business interest. Should any provision of this Agreement for any reason be declared invalid, void, or unenforceable by a court or other tribunal of competent jurisdiction, the validity and binding effect of all remaining portions will not be affected, which will remain in full force and effect, and the offending provisions shall be deemed modified and reformed to the minimum extent necessary to make them valid and enforceable. 15. Term; Termination. This Agreement shall commence on the date first above written and shall continue in full force and effect until terminated by either party. Company reserves the right, in it's sole discretion, to close Sitter's account at any time, for any reason or no reason, without advance notice. In such event, Company reserves the right to notify families to which the Sitter has been assigned previously. If the Sitter’s account is closed by Company for any reason, the Sitter shall forfeit the balance of her account. 16. Indemnification. The Sitter agrees to protect, defend, hold harmless and indemnify the Company and its clients from and against any and all claims, damages, liabilities, losses and expenses (including attorney’s fees), arising out of any alleged or actual loss, damage or injury incurred or suffered by the Company, to the extent that such loss, damage or injury results from the Sitter’s provision of Sitting Services or other services provided by the Sitter when the Sitter was referred pursuant to this Agreement. 17. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns. 18. Choice of Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles. 19. Counterparts. This Agreement may be executed simultaneously in two (2) or more counterparts, each of which will be deemed an original, and she will not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. In addition, this Agreement may be executed and delivered by facsimile or other electronic signature, which shall constitute a valid and enforceable signature. The parties agree that an electronic signature shall have the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 20. Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof. 21. Waiver. Waiver by one party hereto of a breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. 22. Assignment. The Sitter shall not assign any of its rights under this Agreement, or delegate the performance of any of its duties hereunder, without the prior written consent of the Company. 23. Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. 24. Modification or Amendment. No amendment, change to or modification of this Agreement shall be valid unless in writing signed by the parties hereto. 25. Entire Understanding. This Agreement and the exhibit attached hereto constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations, whether written or oral, are hereby terminated and canceled in their entirety and are of no further force and effect. 26. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed this Independent Sitter Agreement as of the day and year this form is submitted. COMPANY: The Sitter Tree, LLC By: Jody Stephenson, Manager EXHIBIT A Referral Protocol 1. Fees: In order to receive job referrals from Company, the Sitter agrees to make payments into an account created and maintained by the Company (each, a “Sitter Account”) in advance for future job assignments. . Fees charged by the Company for referrals vary based upon the total wage payable to the sitter. The fee schedule is subject to change at any time in the Company’s sole discretion. Each job will cost the sitter 10% of the estimated wages as calculated at the time of the job request. Payments must be made through Stripe on the Company website (sittertree.com) The Sitter will forfeit her account balance if Company deems the Sitter is no longer fit to be referred for any reason or if the Sitter has not received or taken a job within 3 months. 2. Requesting a Job: The Sitter will receive job postings via email or text. Each job posting will include the family address and the children’s ages. In order to request assignment to a job, the Sitter should respond by logging into her account and selecting the jobs she wants to request. A sitter must have enough funds in her account to request a job. A sitter may opt to have her account auto recharge so that she is eligible for numerous jobs. 3. Being assigned to a Job: Company Coordinator will respond to all job requests. If the Sitter receives a job the Sitter will receive an email containing the family phone number. 4. Confirming a Job. Once the Sitter receives a Job, the Sitter should contact the family within 12 hours to confirm the job. (Not after 9pm). After a sitter has contacted the family, the Sitter should log into her account to indicate she has confirmed. If a sitter fails to indicate she has confirmed a job within 12 hours, the job may be reassigned to another sitter. 5. Feedback: Sitters are strongly encouraged to provide feedback after each job. 6. Cancellation. If the Sitter must cancel a job she has already been assigned, the Sitter shall not be reimbursed the Sitter Fee. The Sitter should cancel the job on her dashboard and phone the Assigning Coordinator if the job start-time is within 24 hours. The Coordinator will contact Parent. The Sitter should not attempt to reschedule another contractor for the job.