Please read this agreement in its entirety. By participating in the MainStreetSHARES program, you are indicating that you have read this agreement and that you agree to its terms.

Integral Technologies, Inc. ("Integral", "we", "company", "the company", or possessively "our"), a Georgia-based corporation, owns and operates the service and program known as MainStreetSHARES. Integral invites you to participate in the MainStreetSHARES program, with the intent of sharing company revenue based on your online shopping and via the referral of other members to the program. Integral also extends to you a provision called msSHARES, whereby you are entitled to share in the net cash proceeds of an acquisition of the company.

1. OVERVIEW. MainStreetSHARES provides its members with access to shopping at its featured retailers' websites. This access is provided through links on the MainStreetSHARES site that, when clicked, transfer the member to the featured retailers' websites. This action causes purchases subsequently made at these websites to be be associated with MainStreetSHARES and the participating member. The retailers, then pay a commission to MainStreetSHARES, which we use to pay members in the form of revenue sharing and referral commissions.

The Shared Revenue amount that MainStreetSHARES Members generate is listed with each retailer. In addition MainStreetSHARES Members earn referral commissions on the shopping of members whom they directly refer to MainStreetSHARES.

The amounts earned as referral commissions are also listed beside each retailer.

Note: previous BigCrumbs members whose accounts were transferred over to MainStreetSHARES are grandfathered in to the previous referral payout structure for referrals obtained while under the BigCrumbs Terms of Service (i.e. prior to the change to MainStreetSHARES). These members will thus also continue to earn referral commissions on the shopping of those referred by their direct referrals (i.e. they will earn referral commissions on two generations of referrals). This additional earning applies to second generation referrals of record prior to the change from BigCrumbs to MainStreetSHARES on March 26, 2015.

Only one account is allowed per person. A person may NOT refer members of the same household. Violation of these terms will result in account termination and forfeiture of any monies and msSHARES earned.

2. REFERRAL LIMITATIONS. You may refer an unlimited number of new members, who will be placed as your direct referrals.

As a MainStreetSHARES Member, you will be paid a commission on the purchases of your direct referrals. If you are a former BigCrumbs member whose account was transferred to MainStreetSHARES, you will also be paid a commission on the purchases of those referred by your direct referrals prior to the change to MainStreetSHARES, without limit to their number.

3. RECEIVING CREDIT FOR PURCHASES.

You understand that you must click through from the MainStreetSHARES website to the featured retailers' websites in order to receive credit for your purchases. You may also use any additional methods expressly provided by MainStreetSHARES to receive credit for purchases.

You understand that receiving credit for eBay purchases requires that you click through from MainStreetSHARES to place a winning bid or make a Buy It Now commitment as appropriate for the transaction type. You further understand that merely clicking through from the MainStreetSHARES website to make payment does NOT cause your credit to be activated at eBay.

You understand that credits for your purchases may take up to one month to appear on your MainStreetSHARES account, though usually much sooner. You agree that you have read the MainStreetSHARES Tech Check page, accessible from the "Help" link at the top of the MainStreetSHARES website, and that you will make every effort to comply with the technical requirements for receiving credit listed therein.

You understand that the purchase gift cards and gift certificates generally does not generate shopping revenue, except where indicated or where a retailer's primary product is gift cards or gift certificates. You also understand that generated shopping revenue and commissions are computed on the net purchase amount, which does not include taxes or shipping.

4. PAYMENTS. MainStreetSHARES pays participating members both shared revenue from their own shopping activity and referral commissions from the shopping of others once per month. At its discretion, and as required by payment processing partners, MainStreetSHARES may apply a minimum payment requirement of $1.00. Therefore, if your balance due for a particular pay period does not meet this threshold, it may be carried forward to subsequent pay periods, until such time as your total balance due meets or exceeds the threshold.

Purchases are processed two months in arrears to allow for processing returns, exchanges, and other adjustments. This means, for example, that shared revenue and referral commissions on purchases made in January will be paid in April. February purchases are paid in May, and so on.

5. PAYMENT METHOD. MainStreetSHARES currently pays its members by PayPal. This payment method requires that you specify on your MainStreetSHARES account information, an e-mail address that is associated with your PayPal account. Additionally, you must confirm ownership of your PayPal account by providing a postal address on your MainStreetSHARES account that matches the postal address on your PayPal account.

It is your responsibility to ensure that you have provided accurate and complete information required for MainStreetSHARES to make payment to you. Any payment not received and/or accepted by you within 60 days from the scheduled date of issue may be forfeited.

MainStreetSHARES reserves the right to modify this payment method, including, but not limited to, employing other forms of electronic payments.

6. PAYMENT PROCESSING FEE. MainStreetSHARES will deduct 2% of the payment amount up to a maximum of $1.00 from each payment as a payment processing fee. This fee is charged to MainStreetSHARES by PayPal and MainStreetSHARES does not profit from this fee.

You understand that there is a $10,000 single-payment maximum allowed by PayPal. If the amount we owe you exceeds $10,000 for one pay period, we will break the payment into multiple payments as necessary. This means the above fee will be assessed per payment.

7. CALCULATION OF YOUR MONTHLY REVENUE SHARE. MainStreetSHARES sets aside a portion (generally, the majority) of all of its revenue streams for members to share each month. This includes a share of commissions from member shopping, advertising fees, and all future revenue streams.

The amount of the Member Revenue Share that you will receive each month is based on the commission revenue generated directly from your own personal shopping PLUS a percentage of additional shared company revenue, equivalent to your percentage of the total member spending for the month. For instance:

8. STATEMENTS. On or about the last day of each month, MainStreetSHARES will create a monthly statement which includes all purchases and revenue-generating transactions made by you up to and including two months PRIOR TO the previous month (i.e. the "Statement Period"), that have not already been credited to your account. MainStreetSHARES will then include in said statement, all unprocessed returns, adjustments, and other negative transactions that occurred up to and including the time of statement creation.

Your total spending is then used to calculate your percentage of the Member Revenue Share for the Statement Period, as defined above in CALCULATION OF YOUR MONTHLY REVENUE SHARE of this agreement. Your calculated revenue share is then added to any referral commissions you earned for the period, and the sum of these numbers is the balance due for the statement. If this number is positive, then MainStreetSHARES will pay the balance within 2 business days of the statement generation date. If this number is negative, then MainStreetSHARES will subtract this amount from future payments. Monthly statements indicating all transactional and payment information are provided to you online via the MainStreetSHARES website's My Account section. For example:

You understand that the commission structure for MainStreetSHARES varies by merchant and in some cases by product, and product category for those merchants. MainStreetSHARES agrees to pay you the indicated percentage of the net purchase that it receives on each transaction traceable to your account. We reserve the right to withhold processing and payment for any large purchase(s), until such time as the purchase(s) can be verified. This withholding period shall not exceed ninety (90) days or until the retailer's return policy has expired, whichever is greater. This policy also applies to any purchases that we, at our sole discretion, suspect to be fraudulent for any reason.

9. QUALIFICATIONS. To join MainStreetSHARES, you must be at least 18 years of age and you must be a resident of the U.S., U.K., Canada, Australia, or Ireland. Further, membership of any type is limited to one per individual or organization. If you are initiating registration on behalf of an organization, then you represent that you are duly authorized to make such registration on behalf of the organization and that you may enter the organization into a binding agreement. Violation of any part of these terms will result in immediate termination of your MainStreetSHARES account. Any monies that you have earned either via revenue share from your own shopping or referral commissions, will be forfeited. Further, MainStreetSHARES reserves the right to pursue legal action, through which we may seek both compensatory and punitive damages. In addition, we may also pursue criminal charges where applicable. The terms set forth herein are critical to the integrity of the MainStreetSHARES program and to the protection of participating members. As such, they shall be rigorously enforced.

10. APPROVAL. MainStreetSHARES reserves the right to disapprove any registration for any reason.

11. SPAM. MainStreetSHARES has a zero-tolerance policy with regard to SPAM (unsolicited e-mail or posting on third-party sites in violation of those sites' terms of service or spam policies). MainStreetSHARES does not endorse or support spam in the promotion of its services, and further believes such activity to be harmful to its reputation and business. Therefore, if we, in our sole discretion, determine that a member has willfully engaged in spamming, that member will be immediately terminated from the program, and will forfeit all rights granted by this agreement.

These are only guidelines and MainStreetSHARES reserves the right, in its sole judgement, to make exceptions and to decide which specific instances of promotion it will allow.

14. OUR RESPONSIBILITIES. We will provide you with links on the MainStreetSHARES website to the websites of our featured retailers. These links may include "default" links to the retailers' home pages, links to specific products on the retailers' websites, and special offers links to specific discount pages and other offer pages on the target retailers' websites.

In the event that any of these links are followed to a featured retailer's website, and you make a qualifying purchase during that same visit, you will receive credit for generated Member Revenue Share in the amount specified. We will make every reasonable effort to accurately track and report in a timely fashion, all purchases made through our website. However, you agree that you will not hold us liable for any technical failure, whether ours, yours, our merchant partner's, or other involved parties. You also acknowledge that if you have disabled cookies, JavaScript or other technologies used in tracking purchases, then it is technically infeasible for MainStreetSHARES to track such purchases and credit your account.

IN NO WAY ARE FEATURED MAINSTREETSHARES RETAILERS RESPONSIBLE FOR THE OPERATION OF THE MAINSTREETSHARES PROGRAM, NOR ARE SAID RETAILERS OBLIGATED TO FURNISH PAYMENT TO MAINSTREETSHARES MEMBERS. THIS AGREEMENT IS MADE ENTIRELY BETWEEN MAINSTREETSHARES AND YOU, THE PARTICIPATING MEMBER.

15. LIMITATIONS AND EXCEPTIONS. You understand that some purchases at our featured retailers' websites may not generate commissions. These include, but are not limited to gift certificates, gift cards and other items. MainStreetSHARES will make every effort to indicate when there are such exceptions, however, in no event shall MainStreetSHARES be obligated to pay either revenue share or referral commissions for purchases that do no generate a marketing commission for MainStreetSHARES.

16. DISCLAIMER OF WARRANTIES. MainStreetSHARES MAKES NO, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER SUBJECT TO THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. MAINSTREETSHARES MAKES NO WARRANTY THAT OPERATION OF THE MAINSTREETSHARES SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE AND MAINSTREETSHARES MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH MAINSTREETSHARES'S FEATURED MERCHANTS' SITES OR ANY TRANSACTIONS ENTERED INTO BY WAY OF THE MAINSTREETSHARES SITE. MAINSTREETSHARES IS IN NO WAY INVOLVED WITH THE ORDER PROCESSING AND FULFILLMENT AT OUR FEATURED MERCHANTS' SITES.

17. LIMITATION OF LIABILITY. IN NO EVENT SHALL MAINSTREETSHARES BE LIABLE FOR ANY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF DATA, OR EQUIPMENT DOWNTIME), EVEN IF MAINSTREETSHARES KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MAINSTREETSHARES'S TOTAL AGGREGATE LIABILITY FOR CLAIMS ARISING UNDER THIS AGREEMENT EXCEED THE REVENUE SHARE AND REFERRAL COMMISSIONS EARNED BY YOU HEREUNDER.

18. TERM AND TERMINATION. This agreement will become active on the date that you open your account with MainStreetSHARES and may be terminated at any time by either party with or without cause by providing written notice to the other party. Your request for cancellation of your MainStreetSHARES account shall be construed as a request to terminate this agreement. In the event that this agreement is terminated, you agree to remove all links and other promotional material related to MainStreetSHARES from any website that you may operate within two business days following the termination date. Further, MainStreetSHARES agrees to pay any outstanding commission due to you within ninety (90) days of the termination date or until your final purchase has exceeded the retailer's return policy expiration date, whichever is greater. You agree, that you will re-pay any outstanding balance that you owe MainStreetSHARES as a result of returns, exchanges and other debiting transactions for which we have already paid you within thirty (30) days of the termination date. In the event that a member has engaged in fraudulent activity or has otherwised breached this agreement, the member forfeits all earnings on all transactions, as well as any accrured msSHARES, and MainStreetSHARES may terminate the member's account without further obligation to that member. IN NO EVENT SHALL YOU BE LIABLE FOR ANY AMOUNT EXCEEDING THE AGGREGATE AMOUNT THAT MAINSTREETSHARES HAS PAID TO YOU, EXCEPT AS INDICATED IF YOU ARE FOUND TO BE IN BREACH OF THIS AGREEMENT.

In the event that this agreement is terminated via account cancellation by the member for any reason, the member agrees to forfeit any accrued msSHARES.

19. MODIFICATIONS. MainStreetSHARES reserves the right to modify this agreement at any time. We will make every reasonable effort to contact you using the information that you provide to notify you of such changes. At our option and in lieu of contacting you directly, we may advise you of modifications to this agreement by placing this information prominently on the MainStreetSHARES website. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A NEW AGREEMENT ON OUR SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE MODIFIED TERMS.

20. GENERAL PROVISIONS. You agree that MainStreetSHARES may use information regarding our relationship with you in our marketing and promotional efforts. This information includes payments made to you by MainStreetSHARES. We will not reveal your personal contact information and will only reference your state of residence and member name, unless we first obtain express-written permission from you. Either party may change its contact information from time to time upon written notice to the other party. No failure or delay in exercising, on the part of either party, any privilege, power or rights hereunder will operate as a waiver thereof. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of Georgia. Any action relating to this Agreement must be brought in the federal or state courts located in Atlanta, Georgia and you irrevocably consent to the jurisdiction of such courts. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties authorized to bind the parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.