Granza $30,000 Inquiry And Referral Agreement

“The Future of Marketing is Patented. Own the Blueprint.”

PROGRAM OVERVIEW

Granza isn’t just another email tool—it’s a patented disruption engine designed to flip the SMB marketing model on its head. Having self-funded 100% of the initial development, our strategy is to place this exclusive IP portfolio directly with a strategic partner, acquirer, or investor who has the resources to scale it globally.

To facilitate this, we are offering a 5% success fee (minimum $30,000 based on a $600,000 baseline transaction) for an introduction that results in a Qualifying Transaction. Registering as a formal referral partner takes only a few minutes. Once you have a basic understanding of the technology, you are invited to sign up as a Referrer. Watch two short videos for Granza’s platform overview and IP demonstration: Real World Example and Granza For Marketers.

This is a “clean” IP play—zero users, zero revenue, and zero debt. The existing framework successfully demonstrates the patented methodology, serving as a robust foundation ready for enterprise scaling and AI integration. We are actively seeking introductions to strategic decision-makers. Ideal prospects include established SaaS platforms, top-tier CRM providers, global search and advertising conglomerates, leading marketing automation providers, strategic investors, and private equity firms. Once a deal is finalized, this offer is concluded and any outstanding negotiations are withdrawn by Granza and its affiliates.

Note: Even if you accept this agreement, there is no obligation to send out referrals. Prospects are only given your name, company name, entity type and title (if they apply), city and state.

Agreement:

This Referral Agreement (“Agreement”) establishes your role as a key referral partner for Granza, Inc. and its IP-holding affiliate BigLizard LLC (collectively, the “Companies”). Your mission is to introduce us to qualified strategic partners or acquirers that are legally incorporated and headquartered within the United States, and are not majority-owned or controlled by foreign entities, seeking to secure a strategic intellectual property portfolio and foundational enterprise technology asset.

The Success Fee Structure:
• Direct Introduction: A successful referral from you that results in a Qualifying Transaction earns a success fee of 5% of the total transaction value, or $30,000 (whichever is greater).
• Tier 2 Introduction (Indirect): If your initial referral refers another party and that subsequent introduction results in a Qualifying Transaction, you earn 0.5% of the total transaction value, or $3,000 (whichever is greater).

Referral Definition & Anti-Spam Compliance

A “Referral” is an introduction by you, the Referrer, of a bona fide person or legal entity in good standing (“Prospect”) to the Companies, made to the Prospect using your unique QR code or URL. This sends Prospects to your Referrer landing page. Upon Prospect’s submission of the form, the Companies, at their sole discretion, will contact them directly. It is at the sole discretion of the Referrer to determine how many Prospects to contact.

Anti-Spam & Legal Compliance (Strict Enforcement): Referrer acts strictly as an independent contractor. Referrer agrees to comply with all applicable local, state, and federal laws regarding marketing and communications, including but not limited to the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA). Referrer expressly agrees NOT to use purchased, rented, scraped, harvested, borrowed, or third-party contact lists. The use of automated dialing systems, mass unsolicited emails (spam), or deceptive marketing practices is strictly prohibited. Automated SMS, robocalls, and auto-dialers are strictly prohibited. Referrer represents and warrants they have a pre-existing business or personal relationship with, or have obtained explicit prior opt-in consent from, every Prospect they contact. Any violation of this clause will result in immediate termination of this Agreement, forfeiture of any pending Referral Fees, and Referrer agrees to fully indemnify the Companies for any resulting claims or fines. The Companies reserve the right to withhold or suspend any Referral Fees if they receive third-party complaints or regulatory inquiries alleging that the Referrer has engaged in unlawful marketing practices, until such claims are fully and legally resolved.

Parties

This Referral Agreement (“Agreement”) is entered into by and between:

and Granza, Inc., a California corporation (the operating entity), and its IP-holding affiliate BigLizard LLC (the patent holder).

Format: 123-456-7890
Format: 12345 or 12345-6789

Referral Procedure & Chain-of-Custody

Referral Notice Submission. Prospect interest must be submitted exclusively via the unique online referral link generated for you after you accept this Agreement.

Successful Referral & Payment

A Referral is “Successful” when the Companies and the Prospect introduced by the Referrer successfully close a binding agreement for a Qualifying Transaction. A ‘Qualifying Transaction’ is defined as a finalized strategic acquisition, merger, or enterprise-level licensing agreement involving the technology and patented intellectual property of the Companies, resulting in aggregate gross proceeds of at least $600,000 USD. If the Qualifying Transaction is structured as a sale of corporate securities (equity/stock), it must result in the Prospect acquiring ‘control’ of the business (meaning the power to direct the management or policies of the Companies, presumed by the power to vote 25% or more of a class of voting securities, and where the Prospect will actively operate the business) to strictly comply with federal M&A Broker exemptions. Purely passive, fractional equity investments that do not transfer control shall not qualify for a Referral Fee under this Agreement.

A Direct Introduction (a prospect you directly refer) pays a one-time fee equal to five percent (5%) of the aggregate gross proceeds or guaranteed contract value, or $30,000 USD, whichever is greater. A Tier 2 Introduction (a prospect referred by someone you introduced) pays a one-time fee equal to zero point five percent (0.5%) of the aggregate gross proceeds or guaranteed contract value, or $3,000 USD, whichever is greater. No ongoing commissions will be due.

The Companies represent that, as of the Effective Date of this Agreement, they carry zero corporate debt. For the avoidance of doubt, aggregate gross proceeds shall mean the total cash or fair market value of stock paid directly to the Companies for the Qualifying Transaction, strictly excluding any future assumed liabilities, founder employment or consulting agreements, post-closing working capital adjustments, and conditional earn-outs or milestones until actually achieved and paid. Any earned Referral Fees will be paid in US currency by wire transfer within thirty (30) days of the Companies’ actual receipt of cleared funds. Payment of any Referral Fee is strictly contingent upon actual receipt of cleared funds from the Qualifying Transaction by the Companies. If the Qualifying Transaction consists in whole or in part of non-cash consideration (e.g., publicly traded stock), the Companies may, at their sole discretion, either (a) pay the Referral Fee based on the fair market cash value of such non-cash consideration at the time of closing, or (b) pay the Referral Fee pro-rata as such non-cash consideration is liquidated into US currency. All Referral Fees will be calculated and paid exclusively in USD. Referrer is solely responsible for any currency conversion fees, bank routing fees, or exchange rate fluctuations incurred upon receipt of the wire transfer. If the transaction involves structured payouts, earn-outs, or if funds are delayed, prorated, or reduced for any reason, the Referral Fee shall be adjusted accordingly and paid on a pro-rata basis as funds actually clear the Companies’ accounts. Prior to the disbursement of any fee, Referrer agrees to provide a completed IRS Form W-9. The Companies reserve the right to withhold taxes from the fee if required by applicable local, state, or federal law. The Referrer shall have ninety (90) calendar days from the date the Companies issue notice of an earned Referral Fee to provide a valid IRS Form W-9 and accurate wire instructions. Failure to provide such documentation within this timeframe shall result in the permanent forfeiture of the Referral Fee.

Tie-Breakers and Tier 2 Introductions

A Tier 2 Introduction is defined as a prospect introduced strictly by a direct referral of yours (exactly one level of separation). To ensure absolute transparency and prevent disputes, the procuring cause of any Referral shall be determined strictly by the digital timestamp of the first recorded Prospect inquiry submission in the Companies’ database. The Referrer whose unique tracking link generated the earliest validated submission shall be exclusively credited with the Referral.

Referrer as Prospect & Conflict of Interest

A Referrer may refer their own entity. However, if Referrer is an employee, officer, or agent of the Prospect, Referrer represents and warrants that they have fully disclosed this referral fee arrangement to the Prospect’s executive management or Board of Directors, and that receiving this fee does not violate the Prospect’s internal corporate policies, employment agreements, or constitute an illegal kickback. If Referrer is an employee, officer, or agent of the Prospect, Granza strictly requires a written acknowledgment and consent waiver signed by an authorized officer, managing member, or legal representative of the Prospect prior to the execution of any Qualifying Transaction. This waiver must be delivered to the Companies in accordance with the Notices section of this Agreement to ensure compliance with corporate fiduciary duties. To be eligible, the Referrer must first complete and submit this Referral Agreement. Subsequently, they must submit their own information through the prospect form generated from their unique referral link within seven (7) calendar days of executing this Agreement, and strictly prior to initiating any substantive business discussions with the Companies. All personally identifiable information must be identical on both submissions. Failure to establish this tracking sequence prior to engaging the Companies will void any eligibility for a Referral Fee.

Exclusions & Discretion

Prior Contact: Referrals of any person or entity with whom the Companies had substantive discussions or a written proposal within the twelve (12) months prior to the Effective Date are excluded. If a Prospect is deemed excluded under this provision, the Companies will notify the Referrer in writing (email acceptable) within thirty (30) days of the Prospect’s submission.

Companies’ Discretion: The Companies have the sole and absolute discretion whether to accept, reject, or terminate any Referrer, or whether to engage in business discussions with or enter into an agreement with any Prospect, at any time and for any reason. The Companies reserve the right, at their sole and absolute discretion, to reject, delete, or ignore any Prospect submission deemed to be fictitious, misrepresented, unqualified, or incomplete, without any obligation to provide notice or justification to the Referrer.

Right to Verification & Due Diligence

The Companies reserve the right, at any time and at their sole discretion, to require further verification of the identity, corporate structure, legal standing, and beneficial ownership of both the Referrer and the Prospect. This includes, but is not limited to, requesting government-issued identification, corporate formation documents, capitalization tables, or sworn affidavits. If the Referrer or Prospect fails or refuses to provide satisfactory verification documentation within a reasonable timeframe, the Companies reserve the right to immediately terminate this Agreement, reject the Referral, and forfeit any pending Referral Fees without liability.

Confidentiality & Non-Circumvention

Mutual Confidentiality. Both Parties agree to maintain the strict confidentiality of all non-public information received from each other and the Prospect. The Companies expressly agree not to disclose the Referrer’s or Prospect’s confidential information to any third party, except as strictly necessary to their legal counsel, financial advisors, or prospective acquirers under a binding Non-Disclosure Agreement (NDA), or as required by law.

Non-Circumvention. Once a Prospect has been referred to the Companies, all discussions are to be done directly between Prospect and the Companies.

Referrer Status (M&A Broker / Finder’s Exemption)

Referrer represents they are not a registered broker-dealer. Referrer is acting strictly as a “finder.” Referrer agrees they will NOT: (a) participate in any negotiations between the Companies and Prospect; (b) structure transaction terms; (c) advise on valuation; (d) handle transaction funds; or (e) provide offering materials. Any violation of these restrictions may cause the Referrer to be legally classified as an unregistered broker-dealer, which materially endangers the Qualifying Transaction. Should the Referrer violate any of these restrictions, this Agreement shall be immediately terminated and any pending Referral Fees shall be fully forfeited. The fee provided hereunder is paid exclusively upon the successful closing of a Qualifying Transaction, and the Referrer’s role to earn this fee is strictly limited to making the initial introduction.

Amendment & Termination

Amendment. The Companies reserve the right to amend or modify this Agreement at any time by posting a revised version on their website or notifying the Referrer via email. Any such amendments shall apply strictly to new Prospects submitted on or after the effective date of the amendment. The Referrer’s continued participation in the program and submission of new Prospects constitutes legally binding acceptance of the amended terms. For Prospects submitted prior to any amendment, the terms in effect at the exact time of that specific submission shall govern.

Termination. Either Party may terminate this Agreement for any reason by providing thirty (30) days’ written notice to the other Party.

Tail Period. A Referral shall remain valid for twenty-four (24) months from the date the Prospect is officially registered in the Companies’ database via the Referrer’s unique link. If a Qualifying Transaction closes within this timeframe, the fee is due. Provided the Referrer is not in material breach of this Agreement, the Referrer’s right to a fee for Prospects submitted prior to termination shall survive the termination of this Agreement for the duration of the Tail Period. If this Agreement is terminated by the Companies due to the Referrer’s breach of any term herein (including, but not limited to, anti-spam violations, misrepresentation, or breach of confidentiality), all Tail Period rights and pending Referral Fees shall be immediately and permanently forfeited.

Errors, Omissions, and Contact Information

It is the sole responsibility of the Referrer to ensure all submitted information (including legal name, entity type, tax identification, and contact information) is completely accurate at the time of submission and remains current for the duration of this Agreement and any applicable Tail Period. The Referrer bears the affirmative duty to notify the Companies in writing of any changes to their legal or contact information. The Companies are not responsible or liable for any delayed payments, missed communications, tax withholdings, lost business opportunities, or expired referrals resulting from the Referrer’s failure to maintain accurate and updated information.

The Referrer shall have exactly seven (7) calendar days from the date of executing this Agreement to notify the Companies in writing of any material errors or required corrections to their initially submitted form, provided, however, that any such right to amend or correct this Agreement shall immediately and permanently terminate upon the Companies entering into a Qualifying Transaction, regardless of the time elapsed.

Should the Companies discover a material error in this Agreement at any time, or if a Referral Fee cannot be disbursed due to an invalid or dissolved legal entity, the Companies shall, within thirty (30) calendar days of discovering the material error or inability to disburse funds, provide written notice to the Referrer (using the most recent contact information on file). The Referrer shall then have thirty (30) calendar days from the date of such notice to cure the defect or provide updated, legally valid payment instructions. If the Referrer fails to respond or cure the defect within this timeframe, the Companies reserve the right to terminate this Agreement and permanently forfeit any pending fees without further liability.

Independent Contractor

The Parties are independent contractors. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship. The Referrer has no authority to bind the Companies to any contract, negotiation, or obligation. The Referrer shall be solely responsible for all costs and expenses incurred in performing under this Agreement, and for the payment of all applicable local, state, and federal taxes on any Referral Fees received. The Companies will not withhold any taxes (unless legally mandated) or provide any employee benefits.

Governing Law

The interpretation and enforcement of this Agreement shall be governed by the laws of the State of South Dakota, without regard to its conflicts of law rules. However, the Parties expressly agree that the Federal Arbitration Act (FAA) shall govern the enforceability and procedure of the Arbitration clause contained herein.

Void Where Prohibited

This Agreement is void where prohibited by law.

Notices

All notices must be in writing and delivered to the Companies at their Principal Place of Business by courier, certified mail, or email. If your notice is sent by email, receipt must be acknowledged in writing (email acceptable) by the Companies to be considered effective.

No Third-Party Beneficiaries

This Agreement is entered into solely for the mutual benefit of the Companies and the Referrer. No other person or entity, including but not limited to any Prospect introduced hereunder, shall be considered a third-party beneficiary or have any right to enforce, rely upon, or claim damages under any provision of this Agreement.

Companies Address

Principal Place of Business (all communications & process): Granza, Inc. / BigLizard LLC, 514 Americas Way, #24746, Box Elder, SD 57719 USA

Registered Office

Registered Agent for Service of Process: Northwest Registered Agent, 2108 N St Ste N, Sacramento, CA 95816 USA

Severability & Reformation

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified and reformed to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the Parties. If such modification is not possible, the invalid provision shall be severed from this Agreement, and all remaining provisions shall remain in full force and effect.

Force Majeure

Neither party shall be liable for any failure to perform due to circumstances beyond their control, including but not limited to acts of God, war, natural disasters, or government action.

Confidentiality, Privacy

The Parties agree to maintain the strict confidentiality of all non-public information disclosed by the Companies, the Referrer, or any Prospect during the term of this Agreement, and shall not disclose such information to any third party without prior written consent. The Companies shall make every commercially reasonable effort to protect the privacy of all involved parties and expressly agree not to sell, share, or distribute trade secrets, confidential business information, or personally identifiable information to third parties for marketing purposes. Notwithstanding the foregoing, the Companies reserve the right to disclose such confidential information to their legal counsel, financial advisors, or to a prospective acquirer or strategic partner during the due diligence and execution phases of a Qualifying Transaction, provided such disclosures are governed by a binding Non-Disclosure Agreement (NDA), or as required by law.

Arbitration

Any disputes arising from this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in South Dakota. The prevailing party in any such arbitration or legal proceeding shall be entitled to recover its reasonable attorneys’ fees, costs, and arbitration expenses from the non-prevailing party.

Indemnification

Referrer agrees to indemnify, defend, and hold harmless the Companies from and against any and all claims, damages, regulatory fines, or liabilities (including reasonable attorneys’ fees) arising from the Referrer’s unauthorized actions, misrepresentations, breach of confidentiality, or violation of communication laws in connection with this Agreement, including any such claims brought against the Companies by a Prospect, a regulatory agency, or any other third party.

Limitation of Liability

IN NO EVENT SHALL THE COMPANIES BE LIABLE TO THE REFERRER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE COMPANIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL REFERRAL FEES ACTUALLY PAID OR PAYABLE TO THE REFERRER UNDER THIS AGREEMENT.

Compliance with Laws

Both parties agree to comply with all applicable federal, state, and local laws in the performance of their obligations pertaining to this Agreement. Referrer represents and warrants that, at all times during the term of this Agreement, neither the Referrer, nor any of its directors, officers, or beneficial owners of 50% or more (including if the ownership of a Referrer or beneficial owner increases to 50% or greater after the date of this Agreement), nor any Prospect introduced by the Referrer, is: (a) located in, organized under the laws of, or a national or resident of any country or territory subject to comprehensive United States economic or trade sanctions; or (b) listed on any U.S. government list of prohibited, restricted, or sanctioned parties (including, without limitation, the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control [OFAC]). Referrer bears an ongoing affirmative duty to immediately notify the Companies if their status, or the known status of a Prospect, changes. This Agreement is void ab initio if entered into by a sanctioned party.

Assignment

Neither party may assign or transfer any rights or obligations within this Agreement without 30 days prior written consent of the other party, which consent shall not be unreasonably withheld.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings.

Your unique QR referral code, sharing links and simple instructions will be generated after submission. You will also receive an email with this completed form.

Inquiries and submissions are processed by Granza, Inc. and its IP-holding affiliate, BigLizard LLC (collectively, “the Companies”). Please verify your contact information before submitting. The Companies are not responsible for failed, delayed, or undelivered communications resulting from incorrect contact details, technical failures, aggressive spam filters, or other factors beyond their reasonable control. We rigorously protect your privacy and will not sell or distribute your personally identifiable information to third-party marketers. Submissions are protected by reCAPTCHA.

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Granza $30,000 Inquiry And Referral Agreement

The Future of Marketing is Patented. Own the Blueprint.

PROGRAM OVERVIEW

Granza isn’t just another email tool—it’s a patented disruption engine designed to flip the SMB marketing model on its head. Having self-funded 100% of the initial development, our strategy is to place this exclusive IP portfolio directly with a strategic partner, acquirer, or investor who has the resources to scale it globally.

To facilitate this, we are offering a 5% success fee (minimum $30,000 based on a $600,000 baseline transaction) for an introduction that results in a Qualifying Transaction. Registering as a formal referral partner takes only a few minutes.

• Direct Introduction: A successful referral from you that results in a Qualifying Transaction earns a success fee of 5% of the total transaction value, or $30,000 (whichever is greater).
• Tier 2 Introduction (Indirect): If your initial referral refers another party and that subsequent introduction results in a Qualifying Transaction, you earn 0.5% of the total transaction value, or $3,000 (whichever is greater).

This is a “clean” IP play—zero users, zero revenue, and zero debt. The existing framework successfully demonstrates the patented methodology, serving as a robust foundation ready for enterprise scaling and AI integration. We are actively seeking introductions to strategic decision-makers. Ideal prospects include established SaaS platforms, top-tier CRM providers, global search and advertising conglomerates, leading marketing automation providers, strategic investors, and private equity firms. Once a deal is finalized, this offer is concluded and any outstanding negotiations are withdrawn by Granza and its affiliates.

Note: Submitting this agreement places no obligation on you to send referrals. Review the short video here: Real World Example and Granza For Marketers, as well as a PDF Overview.

BINDING REFERRAL AGREEMENT

This Referral Agreement (“Agreement”) establishes your role as a key referral partner for Granza, Inc. and its IP-holding affiliate BigLizard LLC (collectively, the “Companies”). Your mission is to introduce us to qualified strategic partners or acquirers that are legally incorporated and headquartered within the United States, and are not majority-owned or controlled by foreign entities, seeking to secure a strategic intellectual property portfolio and foundational enterprise technology asset.

Referral Definition & Anti-Spam Compliance

A “Referral” is an introduction by you, the Referrer, of a bona fide person or legal entity in good standing (“Prospect”) to the Companies, made to the Prospect using your unique QR code or URL. This sends Prospects to your Referrer landing page. Upon Prospect’s submission of the form, the Companies, at their sole discretion, will contact them directly. It is at the sole discretion of the Referrer to determine how many Prospects to contact.

Anti-Spam & Legal Compliance (Strict Enforcement): Referrer acts strictly as an independent contractor. Referrer agrees to comply with all applicable local, state, and federal laws regarding marketing and communications, including but not limited to the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA). Referrer expressly agrees NOT to use purchased, rented, scraped, harvested, borrowed, or third-party contact lists. The use of automated dialing systems, mass unsolicited emails (spam), or deceptive marketing practices is strictly prohibited. Automated SMS, robocalls, and auto-dialers are strictly prohibited. Referrer represents and warrants they have a pre-existing business or personal relationship with, or have obtained explicit prior opt-in consent from, every Prospect they contact. Any violation of this clause will result in immediate termination of this Agreement, forfeiture of any pending Referral Fees, and Referrer agrees to fully indemnify the Companies for any resulting claims or fines. The Companies reserve the right to withhold or suspend any Referral Fees if they receive third-party complaints or regulatory inquiries alleging that the Referrer has engaged in unlawful marketing practices, until such claims are fully and legally resolved.

Parties

This Referral Agreement (“Agreement”) is entered into by and between:

Referrer:
Entity Type:
Email:
Phone:
Address:

and Granza, Inc., a California corporation (the operating entity), and its IP-holding affiliate BigLizard LLC (the patent holder).

Referral Procedure & Chain-of-Custody

Referral Notice Submission. Prospect interest must be submitted exclusively via the unique online referral link generated for you after you accept this Agreement.

Successful Referral & Payment

A Referral is “Successful” when the Companies and the Prospect introduced by the Referrer successfully close a binding agreement for a Qualifying Transaction. A ‘Qualifying Transaction’ is defined as a finalized strategic acquisition, merger, or enterprise-level licensing agreement involving the technology and patented intellectual property of the Companies, resulting in aggregate gross proceeds of at least $600,000 USD. If the Qualifying Transaction is structured as a sale of corporate securities (equity/stock), it must result in the Prospect acquiring ‘control’ of the business (meaning the power to direct the management or policies of the Companies, presumed by the power to vote 25% or more of a class of voting securities, and where the Prospect will actively operate the business) to strictly comply with federal M&A Broker exemptions. Purely passive, fractional equity investments that do not transfer control shall not qualify for a Referral Fee under this Agreement.

A Direct Introduction (a prospect you directly refer) pays a one-time fee equal to five percent (5%) of the aggregate gross proceeds or guaranteed contract value, or $30,000 USD, whichever is greater. A Tier 2 Introduction (a prospect referred by someone you introduced) pays a one-time fee equal to zero point five percent (0.5%) of the aggregate gross proceeds or guaranteed contract value, or $3,000 USD, whichever is greater. No ongoing commissions will be due.

The Companies represent that, as of the Effective Date of this Agreement, they carry zero corporate debt. For the avoidance of doubt, aggregate gross proceeds shall mean the total cash or fair market value of stock paid directly to the Companies for the Qualifying Transaction, strictly excluding any future assumed liabilities, founder employment or consulting agreements, post-closing working capital adjustments, and conditional earn-outs or milestones until actually achieved and paid. Any earned Referral Fees will be paid in US currency by wire transfer within thirty (30) days of the Companies’ actual receipt of cleared funds. Payment of any Referral Fee is strictly contingent upon actual receipt of cleared funds from the Qualifying Transaction by the Companies. If the Qualifying Transaction consists in whole or in part of non-cash consideration (e.g., publicly traded stock), the Companies may, at their sole discretion, either (a) pay the Referral Fee based on the fair market cash value of such non-cash consideration at the time of closing, or (b) pay the Referral Fee pro-rata as such non-cash consideration is liquidated into US currency. All Referral Fees will be calculated and paid exclusively in USD. Referrer is solely responsible for any currency conversion fees, bank routing fees, or exchange rate fluctuations incurred upon receipt of the wire transfer. If the transaction involves structured payouts, earn-outs, or if funds are delayed, prorated, or reduced for any reason, the Referral Fee shall be adjusted accordingly and paid on a pro-rata basis as funds actually clear the Companies’ accounts. Prior to the disbursement of any fee, Referrer agrees to provide a completed IRS Form W-9. The Companies reserve the right to withhold taxes from the fee if required by applicable local, state, or federal law. The Referrer shall have ninety (90) calendar days from the date the Companies issue notice of an earned Referral Fee to provide a valid IRS Form W-9 and accurate wire instructions. Failure to provide such documentation within this timeframe shall result in the permanent forfeiture of the Referral Fee.

Tie-Breakers and Tier 2 Introductions

A Tier 2 Introduction is defined as a prospect introduced strictly by a direct referral of yours (exactly one level of separation). To ensure absolute transparency and prevent disputes, the procuring cause of any Referral shall be determined strictly by the digital timestamp of the first recorded Prospect inquiry submission in the Companies’ database. The Referrer whose unique tracking link generated the earliest validated submission shall be exclusively credited with the Referral.

Referrer as Prospect & Conflict of Interest

A Referrer may refer their own entity. However, if Referrer is an employee, officer, or agent of the Prospect, Referrer represents and warrants that they have fully disclosed this referral fee arrangement to the Prospect’s executive management or Board of Directors, and that receiving this fee does not violate the Prospect’s internal corporate policies, employment agreements, or constitute an illegal kickback. If Referrer is an employee, officer, or agent of the Prospect, Granza strictly requires a written acknowledgment and consent waiver signed by an authorized officer, managing member, or legal representative of the Prospect prior to the execution of any Qualifying Transaction. This waiver must be delivered to the Companies in accordance with the Notices section of this Agreement to ensure compliance with corporate fiduciary duties. To be eligible, the Referrer must first complete and submit this Referral Agreement. Subsequently, they must submit their own information through the prospect form generated from their unique referral link within seven (7) calendar days of executing this Agreement, and strictly prior to initiating any substantive business discussions with the Companies. All personally identifiable information must be identical on both submissions. Failure to establish this tracking sequence prior to engaging the Companies will void any eligibility for a Referral Fee.

Exclusions & Discretion

Prior Contact: Referrals of any person or entity with whom the Companies had substantive discussions or a written proposal within the twelve (12) months prior to the Effective Date are excluded. If a Prospect is deemed excluded under this provision, the Companies will notify the Referrer in writing (email acceptable) within thirty (30) days of the Prospect’s submission.

Companies’ Discretion: The Companies have the sole and absolute discretion whether to accept, reject, or terminate any Referrer, or whether to engage in business discussions with or enter into an agreement with any Prospect, at any time and for any reason. The Companies reserve the right, at their sole and absolute discretion, to reject, delete, or ignore any Prospect submission deemed to be fictitious, misrepresented, unqualified, or incomplete, without any obligation to provide notice or justification to the Referrer.

Right to Verification & Due Diligence

The Companies reserve the right, at any time and at their sole discretion, to require further verification of the identity, corporate structure, legal standing, and beneficial ownership of both the Referrer and the Prospect. This includes, but is not limited to, requesting government-issued identification, corporate formation documents, capitalization tables, or sworn affidavits. If the Referrer or Prospect fails or refuses to provide satisfactory verification documentation within a reasonable timeframe, the Companies reserve the right to immediately terminate this Agreement, reject the Referral, and forfeit any pending Referral Fees without liability.

Confidentiality & Non-Circumvention

Mutual Confidentiality. Both Parties agree to maintain the strict confidentiality of all non-public information received from each other and the Prospect. The Companies expressly agree not to disclose the Referrer’s or Prospect’s confidential information to any third party, except as strictly necessary to their legal counsel, financial advisors, or prospective acquirers under a binding Non-Disclosure Agreement (NDA), or as required by law.

Non-Circumvention. Once a Prospect has been referred to the Companies, all discussions are to be done directly between Prospect and the Companies.

Referrer Status (M&A Broker / Finder’s Exemption)

Referrer represents they are not a registered broker-dealer. Referrer is acting strictly as a “finder.” Referrer agrees they will NOT: (a) participate in any negotiations between the Companies and Prospect; (b) structure transaction terms; (c) advise on valuation; (d) handle transaction funds; or (e) provide offering materials. Any violation of these restrictions may cause the Referrer to be legally classified as an unregistered broker-dealer, which materially endangers the Qualifying Transaction. Should the Referrer violate any of these restrictions, this Agreement shall be immediately terminated and any pending Referral Fees shall be fully forfeited. The fee provided hereunder is paid exclusively upon the successful closing of a Qualifying Transaction, and the Referrer’s role to earn this fee is strictly limited to making the initial introduction.

Amendment & Termination

Amendment. The Companies reserve the right to amend or modify this Agreement at any time by posting a revised version on their website or notifying the Referrer via email. Any such amendments shall apply strictly to new Prospects submitted on or after the effective date of the amendment. The Referrer’s continued participation in the program and submission of new Prospects constitutes legally binding acceptance of the amended terms. For Prospects submitted prior to any amendment, the terms in effect at the exact time of that specific submission shall govern.

Termination. Either Party may terminate this Agreement for any reason by providing thirty (30) days’ written notice to the other Party.

Tail Period. A Referral shall remain valid for twenty-four (24) months from the date the Prospect is officially registered in the Companies’ database via the Referrer’s unique link. If a Qualifying Transaction closes within this timeframe, the fee is due. Provided the Referrer is not in material breach of this Agreement, the Referrer’s right to a fee for Prospects submitted prior to termination shall survive the termination of this Agreement for the duration of the Tail Period. If this Agreement is terminated by the Companies due to the Referrer’s breach of any term herein (including, but not limited to, anti-spam violations, misrepresentation, or breach of confidentiality), all Tail Period rights and pending Referral Fees shall be immediately and permanently forfeited.

Errors, Omissions, and Contact Information

It is the sole responsibility of the Referrer to ensure all submitted information (including legal name, entity type, tax identification, and contact information) is completely accurate at the time of submission and remains current for the duration of this Agreement and any applicable Tail Period. The Referrer bears the affirmative duty to notify the Companies in writing of any changes to their legal or contact information. The Companies are not responsible or liable for any delayed payments, missed communications, tax withholdings, lost business opportunities, or expired referrals resulting from the Referrer’s failure to maintain accurate and updated information.

The Referrer shall have exactly seven (7) calendar days from the date of executing this Agreement to notify the Companies in writing of any material errors or required corrections to their initially submitted form, provided, however, that any such right to amend or correct this Agreement shall immediately and permanently terminate upon the Companies entering into a Qualifying Transaction, regardless of the time elapsed.

Should the Companies discover a material error in this Agreement at any time, or if a Referral Fee cannot be disbursed due to an invalid or dissolved legal entity, the Companies shall, within thirty (30) calendar days of discovering the material error or inability to disburse funds, provide written notice to the Referrer (using the most recent contact information on file). The Referrer shall then have thirty (30) calendar days from the date of such notice to cure the defect or provide updated, legally valid payment instructions. If the Referrer fails to respond or cure the defect within this timeframe, the Companies reserve the right to terminate this Agreement and permanently forfeit any pending fees without further liability.

Independent Contractor

The Parties are independent contractors. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship. The Referrer has no authority to bind the Companies to any contract, negotiation, or obligation. The Referrer shall be solely responsible for all costs and expenses incurred in performing under this Agreement, and for the payment of all applicable local, state, and federal taxes on any Referral Fees received. The Companies will not withhold any taxes (unless legally mandated) or provide any employee benefits.

Governing Law

The interpretation and enforcement of this Agreement shall be governed by the laws of the State of South Dakota, without regard to its conflicts of law rules. However, the Parties expressly agree that the Federal Arbitration Act (FAA) shall govern the enforceability and procedure of the Arbitration clause contained herein.

Void Where Prohibited

This Agreement is void where prohibited by law.

Notices

All notices must be in writing and delivered to the Companies at their Principal Place of Business by courier, certified mail, or email. If your notice is sent by email, receipt must be acknowledged in writing (email acceptable) by the Companies to be considered effective.

No Third-Party Beneficiaries

This Agreement is entered into solely for the mutual benefit of the Companies and the Referrer. No other person or entity, including but not limited to any Prospect introduced hereunder, shall be considered a third-party beneficiary or have any right to enforce, rely upon, or claim damages under any provision of this Agreement.

Companies Address

Principal Place of Business (all communications & process): Granza, Inc. / BigLizard LLC, 514 Americas Way, #24746, Box Elder, SD 57719 USA

Registered Office

Registered Agent for Service of Process: Northwest Registered Agent, 2108 N St Ste N, Sacramento, CA 95816 USA

Severability & Reformation

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified and reformed to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the Parties. If such modification is not possible, the invalid provision shall be severed from this Agreement, and all remaining provisions shall remain in full force and effect.

Force Majeure

Neither party shall be liable for any failure to perform due to circumstances beyond their control, including but not limited to acts of God, war, natural disasters, or government action.

Confidentiality, Privacy

The Parties agree to maintain the strict confidentiality of all non-public information disclosed by the Companies, the Referrer, or any Prospect during the term of this Agreement, and shall not disclose such information to any third party without prior written consent. The Companies shall make every commercially reasonable effort to protect the privacy of all involved parties and expressly agree not to sell, share, or distribute trade secrets, confidential business information, or personally identifiable information to third parties for marketing purposes. Notwithstanding the foregoing, the Companies reserve the right to disclose such confidential information to their legal counsel, financial advisors, or to a prospective acquirer or strategic partner during the due diligence and execution phases of a Qualifying Transaction, provided such disclosures are governed by a binding Non-Disclosure Agreement (NDA), or as required by law.

Arbitration

Any disputes arising from this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in South Dakota. The prevailing party in any such arbitration or legal proceeding shall be entitled to recover its reasonable attorneys’ fees, costs, and arbitration expenses from the non-prevailing party.

Indemnification

Referrer agrees to indemnify, defend, and hold harmless the Companies from and against any and all claims, damages, regulatory fines, or liabilities (including reasonable attorneys’ fees) arising from the Referrer’s unauthorized actions, misrepresentations, breach of confidentiality, or violation of communication laws in connection with this Agreement, including any such claims brought against the Companies by a Prospect, a regulatory agency, or any other third party.

Limitation of Liability

IN NO EVENT SHALL THE COMPANIES BE LIABLE TO THE REFERRER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE COMPANIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL REFERRAL FEES ACTUALLY PAID OR PAYABLE TO THE REFERRER UNDER THIS AGREEMENT.

Compliance with Laws

Both parties agree to comply with all applicable federal, state, and local laws in the performance of their obligations pertaining to this Agreement. Referrer represents and warrants that, at all times during the term of this Agreement, neither the Referrer, nor any of its directors, officers, or beneficial owners of 50% or more (including if the ownership of a Referrer or beneficial owner increases to 50% or greater after the date of this Agreement), nor any Prospect introduced by the Referrer, is: (a) located in, organized under the laws of, or a national or resident of any country or territory subject to comprehensive United States economic or trade sanctions; or (b) listed on any U.S. government list of prohibited, restricted, or sanctioned parties (including, without limitation, the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control [OFAC]). Referrer bears an ongoing affirmative duty to immediately notify the Companies if their status, or the known status of a Prospect, changes. This Agreement is void ab initio if entered into by a sanctioned party.

Assignment

Neither party may assign or transfer any rights or obligations within this Agreement without 30 days prior written consent of the other party, which consent shall not be unreasonably withheld.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings.

Agreement & Signature

By clicking the acceptance checkbox and submitting this electronic form, the Referrer provides their legally binding electronic signature and expressly agrees to all terms herein in accordance with the U.S. Electronic Signatures in Global and National Commerce (ESIGN) Act.

Referrer Signature: