Terms and Conditions of the Third Marble Marketing, LLC Referral Partner Program Agreement.



Thank you for your interest in the Third Marble Marketing, LLC Referral Partner Program.

This Third Marble Marketing, LLC Referral Partner Program Agreement is made by and between Third Marble Marketing, LLC and the Referral Partner whose information has been provided through this enrollment application process.

Consideration of the terms and covenants of the Third Marble Marketing, LLC Referral Partner Program Agreement, and other valuable consideration, the parties agree as follows:

Recitals
1) This Third Marble Marketing, LLC Referral Partner Program Agreement may be executed online by submitting the applicable information and clicking the button stating “I Agree.” Clicking said button has the same force and effect as signing the Third Marble Marketing, LLC Referral Partner Program Agreement by hand. Referral Partner should not click the “I Agree” button unless Referral Partner has read, understood and agreed to every provision in the Third Marble Marketing, LLC Referral Partner Program Agreement.

2) Referral Partner acknowledges that, despite agreeing to the terms of the Third Marble Marketing, LLC Referral Partner Program Agreement as set forth above, Referral Partner will not be able to participate in the Third Marble Marketing, LLC Referral Partner Program unless and until Third Marble Marketing, LLC accepts Referral Partner’s agreement. Third Marble Marketing, LLC may reject an applicant or agreement if it is determined (in Third Marble Marketing, LLC’s sole discretion) that the Referral Partner is unsuitable for the Referral Partner Program. Upon receipt, Referral Partner will be deemed to have agreed to its obligations to this Third Marble Marketing, LLC Referral Partner Program Agreement as if it had signed the Third Marble Marketing, LLC Referral Partner Program Agreement by hand.

3) It is the goal of Third Marble Marketing, LLC to uphold the highest possible ethical standards. This goal applies to Third Marble Marketing, LLC's relationship with its Referral Partners as well as its relationship between Referral Partners and the public. Please note that even if Third Marble Marketing, LLC accepts an application and enters into this Agreement but the Referral Partner is thereafter determined (in Third Marble Marketing, LLC’s sole discretion) to be unsuitable for the Referral Partner Program, Third Marble Marketing, LLC may terminate this Agreement.

Scope of Work
The Referral Partner agrees to perform the following: generate Qualified Leads for TMM’s full-priced Google Ads Management and full-priced Search Engine Optimization (SEO) services. Hereinafter known as the “Services”.

Definitions
A “Qualified Lead” shall be defined as a business that has expressed a significant interest in retaining TMM for their Services and has agreed to engage in a conversation with a Referral Partner. A Qualified Lead must not have any prior relationship with TMM, and must not have been previously referred to TMM by another Referral Partner or a TMM Client within the past two years of the Qualified Lead being introduced to TMM by the Referral Partner. A Qualified Lead must be introduced via email, phone call or an in-person meeting, to a Sales Manager of TMM to be considered a Qualified Lead. Businesses that do not agree to speak with TMM concerning Services prior to the introduction will not be considered a Qualified Lead.

A “Client” shall be defined as a Qualified Lead that was first introduced to TMM by the Referral Partner that pays TMM for Services and specifically named the Referral Partner as the initial source of knowledge of TMM’s services during the sign-up and onboarding process, or was introduced to a Sales Manager by the Referral Partner via email, phone or in-person meeting. Simply adding a business name to TMM’s database of potential clients does not make that business a Client or a Qualified Lead of the Referral Partner.

An “Agency” is any business that pays, or intends to pay, TMM to provide services for the Agency’s clients. An Agency pays discounted pricing to TMM and will not be considered a Qualified Lead or a Client. TMM will not pay Commissions on any Sales from an Agency.

“Sales” shall be defined as full-priced Payments made to TMM from the Client introduced to TMM by the Referral Partner. Sales does not include any Payments made to third-party services, including, but not limited to Google, Inc. Payments made to TMM from an Agency are not considered Sales. Any refunds or reversed charges from a Client against prior Payments made to TMM will be subtracted from Sales.

“Commissions” shall be as follows for Sales generated from all Clients introduced to TMM by the Referral Partner:

Twenty-five percent (25%) of all recurring monthly Payments for full-price Google Ads Management Services, less refunds.

Twenty-five percent (25%) of all recurring monthly Payments for full-price Search Engine Optimization (SEO) Services, less refunds.

Commission Payments
TMM will issue Commission payments to the Referral Partner each month for the Sales that occurred in the prior calendar month, by the end of that month unless this Agreement is dissolved or terminated.

TMM will continue to pay Commissions on all revenue generated from Clients sold by the Referral Partner until the “Last Date of Commissions” as defined below. All revenue will be prorated to the Last Date of Commissions, at which time the Referral Partner will forfeit future Commissions on payments after the Last Date of Commissions.

The “Last Date of Commissions” is defined as: 1. The date the Referral Partner enters into an employment or sales agreement with a company which competes with TMM; or 2. The date the Referral Partner Agreement is dissolved, or leaves TMM voluntarily; or 3. Ninety (90) days after the Referral Partner becomes “inactive,” unless agreed to otherwise in writing.

Unless otherwise agreed to in writing with TMM, “inactive” is defined as: 1. Not producing any new Clients in the first six (6) months of this agreement, or 2. Producing fewer than one (1) new Lead in any six (6) month period. The Referral Partner will be notified in writing via email when TMM has determined that the Referral Partner is inactive, which therefore dissolves the Referral Partner Program Agreement.

Commission Program
This Commission Program may be adjusted or altered at any time by TMM. Any alteration to the Program will be communicated to the Referral Partner in writing by email at least thirty (30) days prior to implementation of said changes or alterations. TMM exercises its right to eliminate this plan, or design a new plan. This supersedes all other previous compensation plans for the Referral Partner. This Commission Program is based on Payments received by TMM only. Client Accounts that cannot make Payments, or reverse charges on credit card payments, are ineligible for Commissions.

Expense Reimbursements
TMM will not reimburse Referral Partner for meal or travel expenses, computer, cell phone, internet connection or office supply expenses.

Termination
Either party may terminate the Agreement in writing at any time for any reason with written notice to the other party. All changes made to any Referral Partner Program Agreement must be made in writing and signed by the President of TMM and the Referral Partner.

Force Majeure
Neither the Referral Partner nor TMM shall be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this Agreement upon written notice to the other Party.

Independent Contractor Status
The Referral Partner, under the code of the Internal Revenue Service (IRS), is an independent contractor, and neither the Referral Partner's employees or contract personnel are, or shall be deemed, TMM employees.

In its capacity as an independent contractor, the Referral Partner agrees and represents: Referral Partner has the right to perform services for others during the term of this Agreement; the Referral Partner has the sole right to control and direct the means, manner, and method by which the Referral Partner generates Sales and Clients. Referral Partner has the right to hire assistant(s) as subcontractors or to use employees to provide the services required under this Agreement. TMM will not hire, supervise, or pay assistants to help the Referral Partner.

Conflict of Interest
The Referral Partner acknowledges they are fully capable to enter into this Agreement, and fulfill the terms of this Agreement, without conflict with any other agreements with any other party, including, but not limited to, employment agreements with current and/or previous employers.

The Referral Partner shall indemnify and hold TMM harmless from any loss or liability from any conflicting agreement(s) the Referral Partner may have.

Federal and State Taxes
Under this Agreement, TMM shall not be responsible for withholding FICA, Medicare, Social Security, or any other federal or state withholding taxes from the Referral Partner's Commission payments or make payments on behalf of the Referral Partner; Make federal or state unemployment compensation contributions on the Referral Partner’s behalf; and the payment of all taxes incurred related to or while performing the Services under this Agreement, including all applicable income taxes and, if the Referral Partner is not a corporation, all applicable self-employment taxes. Upon demand, the Referral Partner shall provide the Client with proof that such payments have been made.

Indemnification
The Referral Partner shall indemnify and hold TMM harmless from any loss or liability from performing the Services under this Agreement.

Confidentiality
The Referral Partner acknowledges that it will be necessary for TMM to disclose certain confidential and proprietary information to the Referral Partner in order for the Referral Partner to perform their duties under this Agreement. The Referral Partner acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm TMM. Accordingly, the Referral Partner will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of TMM without TMM's prior written permission except to the extent necessary to perform services on TMM's behalf.

Proprietary or confidential information includes, but is not limited to: The written, printed, graphic, or electronically recorded materials furnished by TMM for the Referral Partner to use; Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that TMM makes reasonable efforts to maintain the secrecy of business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information; and information belonging to Clients and suppliers of TMM about whom the Referral Partner gained knowledge as a result of the Referral Partners services to TMM. Upon dissolution of the Referral Partner Program Agreement and the Referral Partner’s services to TMM, or at TMM's request, the Referral Partner shall deliver to TMM all materials in the Referral Partner’s possession relating to TMM's business. The Referral Partner acknowledges any breach or threatened breach of confidentiality of this Agreement will result in irreparable harm to TMM for which damages would be an inadequate remedy. Therefore, TMM shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to TMM's rights and remedies otherwise available at law.

Misrepresentation
The Referral Partner acknowledges that any fraudulent misrepresentation or false claims regarding TMM’s Services, Policies, Pricing, or Google’s Policies will result in the immediate termination of this Agreement.

No Partnership
This Agreement does not create a partnership relationship between TMM and the Referral Partner. Unless otherwise directed, the Referral Partner shall have no authority to enter into contracts on TMM’s behalf or represent TMM in any manner.

Assignment and Delegation
The Referral Partner may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor (“Subcontractor”). The Referral Partner recognizes that they shall be liable for all work performed by the Subcontractor and shall hold TMM harmless of any liability in connection with their performed work.

The Referral Partner shall be responsible for any confidential or proprietary information that is shared with the Subcontractor in accordance with this Agreement. If any such information is shared by the Subcontractor to third (3rd) parties, the Referral Partner shall be made liable.

The Referral Partner hereby assigns to TMM all right, title, and interest in any and all photographic images and videos or audio recordings made by TMM during the term of this Agreement, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and TMM will be entitled to use Referral Partner's name and/or likeness in advertising and other materials.

Governing Law
This Agreement shall be governed under the laws in the Commonwealth of Virginia. All matters shall be heard in Chesterfield County in the State of Virginia.

Severability
This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such a case, the affected provision or section shall be enforced as so limited.

Breach Waiver
Any waiver by TMM of a breach of any section of this Agreement by the Referral Partner shall not operate or be construed as a waiver of any subsequent breach by the Referral Partner.

Entire Agreement
This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between TMM and the Referral Partner.

Confirmation and Acknowledgement of The Third Marble Marketing, LLC Referral Partner Program Agreement
Referral Partner acknowledges that they have read the Third Marble Marketing Referral Partner Program Agreement and understand that it is the Referral Partner's responsibility to read and understand the calculation, framework, and components set forth in this plan. Referral Partner agrees that, if this Agreement is terminated, or Referral partner voluntarily terminates this Agreement, Referral Partner is forfeiting all future Commissions.
By Referral Partner submitting the Third Marble Marketing, LLC Referral Partner Agreement application and participating in the Third Marble Marketing, LLC Referral Partner Program, Referral Partner is confirming that Referral Partner has read and understands the Agreement, Referral Partner represents and warrants that the Referral Partner is lawfully able to enter into contracts, and agrees to be bound by, and will continue to comply with, these terms and conditions throughout the full duration of the Referral Partner's participation in the Third Marble Marketing, LLC Referral Partner Program. Additionally, the Referral Partner acknowledges and agrees that by submitting this Agreement, which includes clicking an acceptance box, the effective date of this Agreement will be the date on which the Referral Partner submits the Third Marble Marketing, LLC Referral Partner Program Agreement. Third Marble Marketing, LLC reserves the right to make changes to the Third Marble Marketing, LLC Referral Partner Program and the Third Marble Marketing, LLC Referral Partner Program Agreement at any time, and such changes will be effective immediately upon being posted on the Third Marble Referral Partner Program website.