Referral Partner may refer prospects to MT for the purpose of converting them to leads so Company may serve the leads with the expertise Company brings and to generate new sales. For the sake of clarity, any use of the term "partner" in this Agreement or in connection with the relationship created by this Agreement shall in no way imply that the Parties are engaged in a joint venture or that either Party otherwise has any ownership interest in, or common enterprise with, the other Party.

Referral Partner shall refer leads to Company via the online registration web pages for our Events and Downloads. Company will track link clicks to the web pages and the number of opt-ins, accessible anytime via our online Partner Center. In order for the Referral Partner to receive a referral commission (a “Commission”),  the referred lead must make a binding purchase within one hundred eighty (150) days from when the referred lead was added to Company's system.  

Company shall pay Referral Partner Commissions as listed below on the page:

For avoidance of doubt, the Commission is payable the first week of the second month after sales are made. This allows for any refunds to be accounted for before payments are made. For example, sales made in the month of September are paid in the first week of November. For multi-pay sales, we pay you in the same time frame as we receive payments from the customers.

Referral Partner shall refrain from making any representations, warranties or guarantees to prospective clients of Company with respect to Company's  product offerings that are deceptive, misleading or otherwise inconsistent with the literature distributed by Company with respect thereto. Referral Partner is not the agent of Company and has no authority to execute contracts on Company's behalf. Referral Partner agrees to take all commercially reasonable steps to preserve and protect the goodwill and reputation of MT.  Referral Partner shall not engage in any conduct which may damage Company's reputation. This Agreement is non-exclusive. The Parties understand and agree that Company has the right to solicit leads and clients directly and to add any number of additional representatives or agents to provide leads to Company.

Each Party represents and warrants that in its performance of any obligations or services contemplated under this Agreement that such Party shall comply with all applicable laws, rules and regulations. OTHER THAN THE FOREGOING, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY OR TO ANY PERSON OR ENTITY WITH RESPECT TO THE OTHER PARTY’S PRODUCT OFFERING OR OTHERWISE, AND EACH PARTY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, TITLE, NON-INFRINGEMENT, AND QUALITY OF SERVICE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, FUNCTIONALITY, OR ANY OTHER ASPECT OF THE COMPANY SERVICES OFFERING THAT MT PROVIDES HEREUNDER.

EXCEPT FOR REFERRAL PARTNER’S BREACH OF SECTION 4 (“UNAUTHORIZED REPRESENTATIONS; NO AUTHORITY”) OR SECTION 8 (“COMPLIANCE”), (i) NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST OR CORRUPTED DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY), OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF AND (ii) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED TO THE LESSER OF $1,000 OR THE TOTAL AMOUNT PAID OR PAYABLE BY THE OTHER PARTY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The term of this Agreement shall begin on the Effective Date and shall continue until terminated in accordance with the terms of this Section 7.  Either Party may terminate this Agreement for its convenience at any time by providing the other Party with fourteen (7) days advance written notice of termination.  Sections 2, 3, 6, 7, 8 and 9 shall survive the termination of this Agreement.  Any referrals received and accepted by Company prior to the effective date of termination shall be honored and payment made pursuant to the terms of this Agreement. 

Referral Partner shall comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and the anti-corruption laws of other countries, to the extent applicable.  Referral Partner hereby represents and warrants that, in its performance under this Agreement Referral Partner has not, and will not at any time, directly or indirectly (through a subcontractor or other third party), pay, offer, give or promise to pay or give, or authorize the payment of, any monies or any other thing of value to influence the improper performance of any individual government officials and employees of state-owned enterprises. Referral Partner shall promptly inform Company in writing upon becoming aware of any violations of laws in connection with this Agreement.  Referral Partner hereby acknowledges and agrees that any violation by Referral Partner of this Section will constitute a material breach of this Agreement.  In the event of such a violation, Company will have the right to terminate this Agreement, without any liability whatsoever to Referral Partner, immediately upon providing written notice of termination to Referral Partner.  Termination of this Agreement by Company under this section shall be in addition to, and not in lieu of, Company's other legal rights and remedies.

Dispute Resolution
(a) The Parties agree to use their best efforts to resolve and settle by direct, private negotiation any claim, controversy or dispute (a "Dispute") that arises under or in relation to this Agreement or that concerns the relationship this Agreement creates. 

(b) If a Dispute develops between Referral Partner and Company and the Parties cannot resolve and settle the Dispute between themselves within 60 days after one Party gives the other written notice that a Dispute exists, the parties involved in the Dispute mutually agree to submit the Dispute to non-binding mediation, as follows: 

1. Mediation will take place in Scottsdale, Arizona or online in a Zoom Video Conference before a single mediator, using the mediation rules of a professional dispute-resolution organization selected by Company and reasonably acceptable to the other party (the "Mediation Organization"). If the parties involved in the Dispute cannot agree on a Mediation Organization, they will use the mediation rules of the National Franchise Mediation Program in the US or other rules if mutually agreed by both parties. 
2. The parties involved in the Dispute shall jointly select a mediator from the panel of mediators maintained by the Mediation Organization. The mediator must be either a retired judge or a person experienced in business format franchising or franchise law who has no prior business or professional relationship with any party to this Agreement or their principals. If the parties involved in the Dispute are unable to agree on a mediator within 30 days after the Dispute is submitted to mediation, the Mediation Organization will select a mediator who possesses the indicated qualifications. 
3. The Parties involved in the Dispute will share the mediation filing fee equally. The Parties will otherwise separately bear their own costs and expenses (including legal fees) of participating in the mediation process. Each Party involved in the Dispute agrees to send at least one representative to the mediation conference who has Authority to enter into binding contracts on that party’s behalf. Each Party involved in the Dispute further agrees to sign a confidentiality agreement that exempts the mediator from disclosing, orally or in writing, any information another party discloses to the mediator in confidence at any stage of the mediation process. 
4. If any party involved in a Dispute fails or refuses to participate in mediation in accordance with this Section (b), the other party shall be entitled to submit the Dispute to binding arbitration immediately in accordance with Section (c). 

(c) If the parties involved in a Dispute cannot fully resolve and settle it through mediation within 30 days after the mediation conference concludes, all unresolved issues involved in the Dispute shall be submitted to binding arbitration, as follows: 

1. Any Party involved in the Dispute may make a demand for arbitration. 
2. Arbitration proceedings shall be conducted over Zoom Video, before a single arbitrator, using the facilities and commercial arbitration rules of the Mediation Organization or another professional dispute-resolution organization selected by Company and reasonably acceptable to the other party (the "Arbitration Organization"). If Company selects an Arbitration Organization other than the Mediation Organization and any party involved in the Dispute reasonably objects to Company’s choice, the parties involved in the Dispute will use the American Arbitration Association’s commercial arbitration rules. 
3. The Arbitration Organization’s expedited arbitration procedure shall apply to the arbitration proceedings. To the greatest extent permitted by law, Company and Referral Partner waive the application of all rules of discovery and evidence the Arbitration Organization’s expedited procedure does not expressly make applicable. 
4. The parties involved in the Dispute shall jointly select an arbitrator from the panel of arbitrators maintained by the Arbitration Organization. The arbitrator must be either a retired judge or an attorney experienced in the practice of business law who has no prior business or professional relationship with any party to this Agreement or their principals. If the parties involved in the Dispute are unable to agree on an arbitrator within 30 days after the arbitration demand is filed, the Arbitration Organization will select an arbitrator who possesses the indicated qualifications. 
5. The arbitrator shall apply the express provisions of this Agreement in determining his or her award and shall not apply any rule of law or contract interpretation that would have the effect of nullifying any express provision of this Agreement. Notwithstanding any contrary rule of the Arbitration Organization, the arbitrator shall have no authority to award consequential, exemplary or punitive damages against any party or to enter an injunction or grant other equitable relief against any party. 
6. Each party to an arbitration proceeding shall submit any claim that would constitute a compulsory counterclaim (as defined in the then current equivalent of Rule 13 of the Federal Rules of Civil Procedure) to another party’s claim to arbitration in the same proceeding as the claim to which it relates. Any compulsory counterclaim that is not submitted shall be barred. 
7. Each arbitration proceeding shall be conducted on an individual and not a joint or class basis; no arbitration proceeding initiated pursuant to this Agreement shall be consolidated with any other arbitration proceeding involving Company or any other Person. 
8. The arbitrator’s award shall be final and binding on all parties involved in the Dispute, and no party shall have any right to contest or appeal the arbitrator’s award except on the grounds expressly provided by the United States Federal Arbitration Act (the "Arbitration Act"). The party who demands arbitration shall pay the arbitration filing fee, but the parties will otherwise separately bear their own costs and expenses (including legal fees) of participating in the arbitration process. Responsibility for the arbitrator’s fees and expenses shall be determined as part of the arbitrator’s award. If any party fails to appear at any properly noticed arbitration proceeding, an award may be entered against that party, notwithstanding the resultant inability of the party to present or defend a claim. 
9. The procedures contemplated by and the enforceability of this Section (c) shall be governed by the Arbitration Act and shall be interpreted and enforced in accordance with United States federal judicial interpretations of the Arbitration Act. 

(d) Notwithstanding Sections (a), (b) and (c), neither Party shall be obligated to mediate or arbitrate (i) any claim arising from the Parties’ alleged infringement of the Marks or the Copyrighted Materials, or other alleged misappropriation or misuse of the intellectual property, or (ii) any breach of this Agreement or other conduct that causes or is likely to cause irreparable harm or immediate injury to either Party or the System. 

(e) The parties agree that any action based on infringement of any of the Marks or Copyrighted Materials, or misappropriation of either Parties intellectual property shall be governed by and interpreted and enforced in accordance with the United States Trademark (Lanham) Act or the United States Copyright Act (whichever applies to the particular action), and shall be litigated in federal District Court in the city of Scottsdale, Arizona. The parties further agree to submit to the jurisdiction and venue of any such federal District Court and that service of process by certified mail, return receipt requested, shall be sufficient to confer in personal jurisdiction over them in connection with any intellectual property litigation.

Independent Entities
Referral Partner shall not have, and shall not represent that it has any authority to assume or create any obligation, expressed or implied, on behalf of Company.  This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. 

Complete Agreement 
(a) This Agreement constitutes the entire agreement between the Parties and supersedes all agreements, representations, warranties, statements, promises and understandings, oral or written, with respect to the subject matter hereof, and no Party hereto shall be bound by nor charged with any oral or written agreements, representations, warranties, statements, promises or understandings not specifically set forth in this Agreement or the Exhibits thereto. 
(b) This Agreement may not be amended, altered or modified except by a written agreement signed by all Parties. 

Addresses 
All notices under this Agreement shall be in writing and shall be delivered to the Parties as set forth below: 

1. hand delivery (including delivery by a commercial courier service); 
2. email transmission and SMS;
3. prepaid registered mail.

Effective Date 
All notices are deemed to have been received: 

1. if by hand delivery, on the date of delivery;
2. if by email transmission and SMS, on the date of transmission; 
3. if by prepaid registered mail, three full business days after mailing. If a mail strike or other postal disruption occurs anywhere in the United States anytime during the said three-day period, then this method of delivery is not permitted and one of the other methods must be employed. 

Deemed Receipt 
Valid delivery and receipt shall be deemed to have occurred in cases of: 

1. rejection or other refusal by the intended recipient to accept; or 
2. inability to deliver because of a changed address of which no notice was given as provided in Validity. 

Change of Address 
By giving to the other Party at least five (5) days' written notice, the Parties shall have the right from time to time to change their respective address. 

Validity 
In the event that any provision of this Agreement shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement. 

Survival of Rights 
This Agreement shall be binding upon and inure to the benefit of the Parties, their heirs, executors, legal representatives and permitted successors or assigns. 

Governing Law 
This Agreement has been entered into in the State of Arizona and the County of Maricopa, and all questions with respect to this Agreement and the rights and liabilities of the Parties shall be governed by the laws of that State. 

Force Majeure 
In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, acts of war, terrorism, or bioterrorism, pandemics, epidemics, diseases, or medical incapacitation, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. 

Further Assurances 
Each Party hereto agrees that he and his heirs, executors, administrators, successors and permitted assigns shall do all acts and things and to make, execute and deliver such written instruments, as shall from time to time be reasonably required by the Company in order to carry out the terms and provision of this Agreement. 

Headings Not Part of This Agreement 
Headings have been inserted for reference only and shall have no effect whatsoever on the meaning, construction, or interpretation of the provisions hereof. 

Gender 
The masculine shall include the feminine and the neuter and the singular shall include the plural and vice-versa unless the context otherwise requires. 

Business Day 
Business day shall be any day other than Saturday, Sunday, or any day on which the principal banker of the Client is not open for business in the ordinary course. 

Assignments
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors. Any duties or obligations hereunder, may be assigned by Company, at any time, at its sole and absolute discretion.

Waiver 
No waiver by any Party of any breach of any condition, covenant or agreement hereof shall constitute a waiver of any other condition, covenant or agreement hereof. 

Truth in Substance and in Fact 
The Parties hereby irrevocably and mutually acknowledge and declare that the statements contained in the recitals to this Agreement are true in substance and in fact.