Updated January 2024

TERMS AND CONDITIONS

THIS PROJECT REFERRAL AGREEMENT (“Agreement”) between TEAM WILSON MEDIA, LLC (hereafter “TWM”, “TEAM WILSON”), and (hereafter referred to as “Referrer”), is made and effective upon Referrer signing a printed or electronic copy of this agreement, acceptance via email referencing the agreement, or by submitting information pursuant to engaging in the PROJECT REFERRAL PROGRAM (“Program”). Referrer agrees to be bound by these terms and conditions when engaging TWM as a participant in the Program.

1. PROGRAM DESCRIPTION

The Referral Program is a voluntary, non-exclusive limited program where the Referrer, in exchange for a percentage of the profit, provides TWM with information and support in securing a Project Agreement between TWM and a third party client. The percentage paid to the Referrer is dependent upon the Referrer’s degree of involvement in the Project’s sales and discovery process and their participation level. Participation is on a per-project basis and is subject to limitations and the rules of the program.

The Program is offered at the discretion of TWM and can be discontinued at any time. Submission of a Project or completion of an application does not constitute Program enrollment. Participation in the Program is governed by the terms set forth in this Agreement.

2. DEFINITIONS

For the purposes of this Agreement:

• “Project” shall refer to a scope of work and materials that is to be fulfilled by TWM.
• “Client” shall refer to the party for which TWM fulfills the Project.
• “Project Agreement” shall refer to the totality of documents governing the Project as agreed between TWM and the Client.
• “Referral Fee” shall mean the amount due to the Referrer from TWM from a Project resulting from participation in this Agreement.
• “Final Payment” shall refer to the funds paid to TWM by the Client that constitute the full satisfaction of the Project Agreement.
• “Lapsed Project” indicates any project that has exceeded reasonable timelines for either engagement or completion as set forth in this document and is no longer eligible as a qualifying Project.
• “Net Profit” is defined as the total invoiced, non-subscription funds paid to TWM by Client in fulfillment of the Project Agreement, less any costs incurred by TWM in direct fulfillment of the Project Agreement, including but not limited to Cost of Goods Sold, Contractor Fees, Travel Fees, Administrative Fees, Shipping and Handling, Wages, Taxes or other costs that are reasonably tied to the fulfillment of the Project. Net Profit is calculated within 30 days of the receipt of the Final Payment. Should The calculation result in a negative value (i.e., a net loss), Net Profit will be calculated to be zero.

3. DUTIES OF PARTICIPANT

As part of the Project Referral Program, Referrer must perform the following in order to be eligible for connection to a Project:

• Submit through the “Submit a Project” link or email to referrals@teamwilsonmedia.com the following information about a potential qualifying Project:
  • Organization Name
  • Point of Contact – Name and Contact Information
  • Description of the Project, which includes:
    • Estimation of the timeline
    • Estimation of the scope
    • Estimation of the expectations or budget, if known
  • Referrer’s Relationship to the Project, if any
  • Referrer’s Relationship to the Client, if any
  • Any additional relevant information if known
• Complete and Return any additional requested documentation

Upon completion of these steps and verification of program and project eligibility, the Project will be registered with the Referrer and they will be considered enrolled.

4. PROGRAM ELIGIBILITY

• The following criteria must be met in order for the Referrer to participate in the Program and be eligible for a Referral Fee for qualified Projects:
• Referrer must be qualified to perform work in the US as an independent contractor
• Referrer must provide a Form W9 and any other requested documentation necessary to receive payment from TWM as an Independent Contractor
• Referrer must adhere to the Terms of Service for the duration of the Program and have completed all required Agreements
• Referrer must not be formally affiliated with the Client or be an employee of TWM
• Referrer’s involvement in the Program may not constitute a conflict of interest
• Referrer must not have been previously disqualified from participation in the Program

5. PROGRAM LIMITATIONS

Submitted projects are subject to the following limitations:

• Project ad Client must be novel. The project or client must not be one that TWM is already engaged with or has already received submission for.
• Project Information must be valid. Contact info must be up to date and project details must be accurate to the best knowledge of the Referrer.
• Only one submission per project. If a project has been submitted more than once, the first person to submit the request will be considered the Referrer.

The Referrer is subject to the following limitations:

• Any information provided by Referrer is offered freely and without consideration beyond possible eligibility in the Program.
• Participation in the Program does not constitute Employment, and Referrer is considered by TWM to be an independent contractor.
• Referrer must not engage in any business that could be considered harmful to TWM or its affiliates or clients, including but not limited to defamation, misrepresentation, espionage, headhunting, or acquisition of client information.
• Referrer must maintain and keep confidential any trade information gained as a result of participation in the Program.

6. PROCESS AND TIMELINE

Upon submission of a Project and approval of Referrer, TWM will, at its sole discretion, investigate and qualify the request. Should the request be valid, TWM may engage the contact and develop a proposal. This investigation process concludes with a Project Agreement between TWM and the Client.

Upon the signing of a Project Agreement, TWM will provide the Referrer with the following information:

• Provisional Project Scope
• Estimated Timeframe of Completion
• Estimated Referral Fee

These estimates are confidential, non-binding and are not guaranteed.

Referrer will be notified upon:

• Cancellation of the project
• Major change of the Project Scope or Estimated Referral Fee
• Completion of the project

Referrer may request additional information about the current status of the Project.

The process of Payout begins once the project is completed and the final invoice is received.

7. PAYOUT

Upon completion of the Project by TWM and after receipt of the Final Payment, TWM will calculate the Net Profit of the Project, and within 30 days will inform Referrer of the amount of any Referral Fee due them via the means provided in their Agreement and documentation. Referrer is responsible to invoice TWM for the value of the Referral Fee and complete any steps or relevant documentation required to receive payment.

TWM is not responsible to pay any Referral Fees that have not been invoiced within six months of the attempt to contact Referrer. Referrer is responsible for any taxes or fees arising from any payments from TWM.

Referral Fees are calculated as 1.5% of the Net Profit of Projects submitted through a Project Referral form. Should a Project be considered a loss (i.e., a negative net profit), Net Profit will be regarded as zero and the Project will be considered “lapsed.”

Payments made through the Program are considered for professional services and are subject to applicable taxes.

8. DISQUALIFICATION

The following situations disqualify the Referrer from participation in the Program:

• Failure to provide adequate documentation to establish program eligibility
• Failure to adhere to any applicable agreements
• Evidence of fraud, bribery, collusion or other inappropriate business with the Client
• Attempt to gain unauthorized access to TWM’s proprietary business information
• Defamation of TWM and/or related parties to the Project
• Failure to maintain confidentiality regarding Referral Fees, price lists, quotes or
  related estimates or trade information
• Fraudulent or untrue statements or allegations made to TWM or to the Client relating to the Program, a qualifying Project, or eligibility

Should a Referrer be disqualified, their participation in the Program will be immediately terminated, and they will be ineligible to receive any Referral Fees for ongoing or future projects.

In the event that a Referrer has been paid a Referral Fee and it is later determined that he or she would have been ineligible to receive the payment, TWM may, at its option, attempt to recover any fees paid to Referrer and they will be considered as retroactively disqualified from the Program.

9. EXCLUSIONS

Under the following circumstances a Project may be considered “Lapsed” or otherwise invalid, and will be ineligible for submission or participation in the program:

• One year has elapsed from the submission of the project, and a Project Agreement has not been established
• A Project Agreement has been established, but no work has been performed for a period of six months
• TWM’s obligations on a project has been fulfilled for a period of six months, but the Client has not completed payment
• The associated costs of a project exceed the revenue upon final reconciliation
• The Project is materially different from what was initially submitted
• Client has already completed a project or otherwise has established a business relationship with TWM
• Six months have elapsed since Final Payment and Referrer has not invoiced TWM for a Referral Fee
• The Project has already been submitted by another party

10. DISCLOSURE, CONFIDENTIALITY AND INFORMATION ACCESS

During the course of the Program, the Referrer may gain access to protected information belonging to TWM or the Client.

For the purposes of this Agreement, “Confidential Information” shall mean any non-public information, including but not limited to, trade secrets, business plans, financial data, customer lists, and any proprietary information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”). This includes information about Project details, including but not limited to the Referral Fee and Net Profit estimates and values.

The Receiving Party agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to prevent unauthorized disclosure or use of the Confidential Information. The Receiving Party shall not disclose, reproduce, or use the Confidential Information for any purpose other than the performance of its obligations under this Agreement.

The obligations of confidentiality shall not apply to information that is:

• Already known to the Receiving Party at the time of disclosure;
• Publicly available or becomes publicly available through no fault of the Receiving Party;
• Independently developed by the Receiving Party without reference to the Confidential Information; or
• Required to be disclosed by law, regulation, or a valid court order, provided that the Receiving Party notifies the Disclosing Party promptly of such requirement.

The obligations of confidentiality under this Agreement shall continue for a period of two years from the date of disclosure of each item of Confidential Information.

11. INDEMNIFICATION

TWM and Referrer agree that TWM is under no obligation to complete any Project and that any information provided to TWM does not constitute an agreement with the Client or an expectation of services rendered.

Referrer agrees to indemnify TWM for any loss, damage or liability as a result of Program participation or fulfillment of this Agreement or any related Projects.

12. ASSIGNABILITY

This Agreement is non-transferable and entered into between the Referrer and TWM. Referrer may not assign its rights or interests under this agreement to any other party. There exists no obligation between Referrer and any additional assigned parties who may be contracted or referred by TWM to complete a Project.

13. RIGHT TO AUDIT

The Referrer has the right to request additional details concerning the accounting of a project and the calculation of the Referral Fee. This information is considered confidential and cannot be shared with any third party. TWM may, at its option, provide high-level accounting information regarding the gross revenue, major expense categories, and Profit and Loss for the Project.

In the event that such information is insufficient, the Referrer may, at their option and cost, retain a qualified third-party accountant to review the Project. This review is confidential, and the accountant may not provide the Referrer with any details other than the final determination as to whether the Referral Fee is accurate, and what that amount should be. Unless required by law, no other entity or individual may request detailed information regarding TWM’s internal accounting, and disclosure of this information will be subject to legal action.

14. AGREEMENT TO ARBITRATION

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association as in force at the time of the dispute. The arbitrator’s decision shall be final and binding on both parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Each party shall bear its own costs and expenses of arbitration, including legal fees and witness fees. The costs and fees of the arbitrator shall be shared equally between the parties unless the arbitrator determines otherwise. All aspects of the arbitration proceeding, including the award, shall be kept confidential by both parties.

The arbitration shall be governed by the laws of the state of Alabama.

Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm or protect its intellectual property rights.

15. ADDITIONAL TERMS

Any changes, additions, or deletions to this Agreement will be made in writing and at terms mutually agreed upon by both TWM and the Referrer.

Should any part of this Agreement be unenforceable, the rest of this Agreement shall remain in full effect.

This Agreement shall be construed and enforced according to laws of the State of Alabama.

ACCEPTANCE

By entering my name and date below, I affirm and agree to be bound by the terms and conditions of this document.