Marketing Partner Agreement Name* First Last Email* Consent*MEDICAL MARY LTD - MARKETING PARTNER AGREEMENT TERMS ANDCONDITIONS, (hereinafter, the “Agreement”) made at the time of online registration byand between Medical Mary LTD (hereinafter, “Company”), and YOU (hereinafter,“Marketing Partner”, “You”, or “Your”) for participation in Medical Mary LTD MarketingPartner Program (Company and Partner shall hereinafter be collectively referred to asthe “Parties”).Please read this Agreement carefully and save it for future reference. If You do notagree with the terms of this Agreement, please leave the website.By participating in Medical Mary LTD Marketing Partner Program, you agree to bebound by the terms of this Agreement.1.Marketing Partner (MP): The term, “Marketing Partner” as used herein shall meanCompany’s service through which one or more designated “Marketing Partners” mayrefer its contacts to Company and Company’s products in lieu of Company providingthat Marketing Partner with certain commission fee(s) as specified herein.2. Use of the Marketing Partner Program: Marketing Partner will receive a specifiedcommission for any referral received by Company pursuant to the terms of thisAgreement. For each purchase of a commissionable product who use your given linkwhen the purchase is made, you will receive a specified commission.3. PAY: In order for Company to pay You as a Marketing Partner, You MUST submit acompleted and signed W9-Form. Failure to comply will result in lost Marketing Partnercommissions. You will receive a 1099 at the end of the tax year as an independentcontractor.You can download and complete this form at: https://www.irs.gov/pub/irs-pdf/fw9.pdf© 2019 All Rights reserved. Medical Mary 4. COMMISSION TERMS: Marketing Partners will be paid on or before the 15th of eachmonth for the prior month’s sales thereafter provided the total commissions haveaccumulated to $10.00 or greater. Once a minimum of $10.00 in commissions hasaccumulated, payment will be made. Please note that commissions are based onpayments received from your customers purchases on our website at medicalmary.com.No other website is authorized to sell Medical Mary branded products.5. PROMOTIONAL MATERIALS : Company may make available to Marketing Partnercertain banner advertisements, button links, text links, and/or other graphic or textualmaterial for display and use on Marketing Partner’s website or in any Marketing Partneremail or social media promotions (the “Promotional Materials”). The manner of displayof all images shall be subject to the terms and conditions of this Agreement. MarketingPartner shall also include a link from the Promotional Materials to Company’s websiteusing their unique Share Link found in their Marketing Partner Portal, as specified byCompany. Company-provided email and/or social media content based on approvedpromotional swipe copy can be personalized, however, only in accordance with FTCrules pertaining to advertising of dietary supplements. But no images may be altered inany way, and any text that is altered must comply with all terms and conditions listedunder Paragraph 5, Use of Promotional Materials, below.6. USE OF MARKETING/PROMOTIONAL MATERIALS : Marketing Partner’s use anddisplay of the Marketing Materials on Marketing Partner’s website, or as otherwiseallowed and provided herein, must comply with the following terms, conditions andspecifications:a. Marketing Partner may not use any graphic materials to promote Company’s website,products or services other than the Promotional Materials provided by Company.b. Marketing Partner may only use the Promotional Materials for the purpose ofpromoting Company’s website and products for providing hyperlinks to Company’swebsite.c. Marketing Partner will not alter, add to, subtract from, or otherwise modify thePromotional Materials as they are prepared by Company with the exception ofpromotional email or social swipe copy. If Marketing Partner wishes to alter or otherwisemodify the Promotional Materials, Marketing Partner must obtain prior written consentfrom Company for such alteration of modification.2019. All Rights reserved. Medical Mary d. The Promotional Materials shall be used to link only to Company’s website, to thespecific page and address as specified by Company.e. Medical Mary branded products may not be sold on Amazon, Ebay, or any outsidewebsite without the express written consent of the company.f. Paid Advertising: Marketing Partners are not authorized to run paid advertising online.Additionally all brand bidding is prohibited. Paid advertising for CBD products isprohibited by most ad platforms at this time. This includes Facebook, Google, Twitter,and others. For additional information, reference the individual policies published byeach ad platform.7. INTELLECTUAL PROPERTY : Company retains all right, ownership, and interest inthe Promotional Materials, and in any copyright, trademark, or other intellectual propertyin the Promotional Materials. Nothing in this Agreement shall be construed to grantMarketing Partner any rights, ownership or interest in the Promotional Materials, or inthe underlying intellectual property. Company’s copyrighted and original materials shallbe provided to the Marketing Partner for his/her use only and a single-user license.Marketing Partner shall not be authorized to share, copy, distribute, or otherwisedisseminate any materials received from Company electronically or otherwise withoutthe prior written consent of the Company. All intellectual property, including Company’scopyrighted course materials, shall remain the sole property of the Company. Nolicense to sell or distribute Company’s materials is granted or implied.8. RELATIONSHIP OF PARTIES : This Agreement shall not be construed to create anyemployment relationship, agency relationship, or partnership between Company andMarketing Partner. Marketing Partner shall provide services for Company as anindependent contractor. Marketing Partner shall have no authority to bind Company intoany agreement, nor shall Marketing Partner be considered to be an agent of Companyin any respect.9. COMMISSIONS :a. In exchange for Marketing Partner’s promotion of the Company, and driving traffic tothe Website and with the Promotional Materials, and for Marketing Partner’s compliancewith and performance of the terms and conditions of this Agreement, Company shallpay the Marketing Partner a commission (the “Commission”) of 25% of the price that theMarketing Partner’s tier 1 referral pays for the sum of the products ordered and 10% of2019. All Rights reserved. Medical Mary the Marketing Partner’s tier 2 referral pays for the sum of the products order. Notificationto Marketing Partner of any change in commission percentage will be posted onCompany’s website or given by Company at the email address on hand for theMarketing Partner. “Commission Payment Date”). Payment is made by check or viadirect deposit.b. In the event that Marketing Partner materially breaches this Agreement and Companyterminates this Agreement within 30 days of such breach, then any accrued andpayable Commissions owing to Marketing Partner shall be forfeited, and Company shallnot be obligated to pay such Commissions to Marketing Partner.10. MARKETING PARTNER’S REPRESENTATIONS AND WARRANTIES : MarketingPartner represents and warrants the following:a. Marketing Partner has the legal authority to enter into this Agreement and to bebound to the promises, agreements and other duties set forth in this Agreement.b. Marketing Partner’s website does not contain any materials that are:i. Sexually explicit, obscene, or pornographic;ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing,ordiscriminatory (whether based on race, ethnicity, creed, religion, gender,sexualorientation, physical disability, or otherwise);iii. Graphically violent, including any violent video game images; or iv. Solicitous of anyunlawful behavior.c. Marketing Partner has obtained any necessary clearances, licenses, or otherpermission for any intellectual property used on Marketing Partner’s website. Nothing onMarketing Partner’s website infringes upon the intellectual property rights of any personor entity. No person or entity has brought or threatened any action claiming suchinfringement, nor does Marketing Partner have any reason to believe that any person orentity will bring or threaten such a claim in the future.d. Marketing Partner will not use the Promotional Materials in any manner other thanthose set forth in Paragraphs 2 and 4 above.2019. All Rights reserved. Medical Mary e. Marketing Partner will not make any claim to ownership of the Promotional Materials,or of the copyright, trademark, or other intellectual property therein.f. Marketing Partner will not publish or otherwise distribute any advertising materials forMarketing Partner’s website that reference Company or Company’s website unlessCompany gives prior written consent to the distribution of such materials. MarketingPartner will not use Company’s name (or any name that is confusingly similar toCompany’s name) for any purpose on its website, in its promotional materials, or in anyother context except to promote Company’s website as specified in this Agreement.Marketing Partner will not register any domain name that incorporates Company’sname, or that is confusingly similar to Company’s name.g. Marketing Partner will not engage in the distribution of any unsolicited bulk emails(spam) in any way mentioning or referencing Company or Company’s website.11. INDEMNIFICATION : Marketing Partner shall indemnify Company and holdharmless Company from any claim, damage, lawsuit, action, complaint, or other costsarising out of any breach of Marketing Partner’s warranties set forth in Paragraph 9above. Marketing Partner shall also indemnify and hold harmless Company for anydamage, loss or other cost arising out of the use or misuse by Marketing Partner of thePromotional Materials.12. CONFIDENTIALITY : The term “Confidential Information” shall mean informationwhich is not generally known to the public relating to the Company’s business orpersonal affairs and that Marketing Partner is exposed to by virtue of its relationshipwith Company under this Agreement. Marketing Partner agrees not to disclose, revealor make use of any information obtained as a result of this Agreement and all methods,concepts, ideas, product/services, or proposed new products or services shall be keptcompletely confidential by the Marketing Partner. Marketing Partner shall keep theConfidential Information of the Company in strictest confidence and shall use its bestefforts to safeguard the Confidential Information and to protect it against disclosure,misuse, espionage, loss and theft. This confidentiality provision shall survive thetermination or expiration of this Agreement.13. TERM AND TERMINATION :a. This Agreement shall take effect immediately, and shall remain in full force and effect2019. All Rights reserved. Medical Mary indefinitely, or until terminated pursuant to this Paragraph 12.b. Either Party shall have the right to terminate this Agreement at any time and for anycause. The terminating Party must give written notice to the other Party at least thirty(30) calendar days prior to the intended date of termination.14. TAXES : Company shall not be responsible for any taxes owed by MarketingPartner arising out of Marketing Partner’s relationship with Company as set forth in thisAgreement. Company shall not withhold any taxes from the Commissions paid toMarketing Partner. Marketing Partner is solely responsible for keeping up with currenttax laws, procedures and paperwork and reporting accurately and fully to the IRS at theend of each fiscal year.15. LIMITATION OF LIABILITY : By entering this Agreement and using CompanyServices, You release Company from any and all damages that may result fromanything and everything. Company is only a service being provided. Marketing Partneraccepts any and all risks, foreseeable or unforeseeable, arising from such transactions.Notwithstanding the foregoing, should Company be found liable, Company’s liability toMarketing Partner or to any third party is limited to the lesser of the aggregate of thetotal referral commissions paid or payable to You under this Agreement, anda. Marketing Partner agrees that Company will not be held liable for any damages ofany kind resulting or arising from including but not limited to; direct, indirect, incidental,special, negligent, consequential, or exemplary damages arising out of or associatedwith any loss, suspension or interruption of service, termination of this Agreement, useor misuse of the Promotional Materials, or other performance of services under thisAgreement. Marketing Partner agrees that participation in theMarketing PartnerProgram is at Marketing Partner's own risk.16. SITE MAINTENANCE : You are solely responsible for maintaining your website andany correspondence with Your clientele. You are responsible for all technical operationsof Your website, including, without limitation, ensuring that Your website does notcontain libelous or objectionable material, and ensuring that all material on Your websiteis legal and does not infringe on the rights of any third party (including copyright ortrademark rights) or the rights of any customer. Company is not responsible for any ofthese duties and You agree to defend, indemnify, and hold harmless Company, itsdirectors, officers, employees and representatives from and against any and all claims,actions, causes of action, damages, injuries, expenses (including attorney’s fees)2019. All Rights reserved. Medical Mary relating to the development, operation, content and maintenance of Your website,including, without limitation, any breach of a customer’s privacy rights or anyunauthorized use by Your of Company’s icon, logo and other images and materialsrelating to Company.17. NON-DISPARAGEMENT : In the event that a dispute arises between the Parties,the Parties agree and accept that the only venue for resolving such a dispute shall be inthe venue set forth hereinbelow. In the event of a dispute between the Parties, theParties agree that they neither will engage in any conduct or communications, public orprivate, designed to disparage the other. This non-disparagement provision shallsurvive the termination or expiration of this Agreement.18. DISCLAIMER OF GUARANTEE : Company makes no representations orguarantees verbally or in writing regarding performance of this Agreement other thanthose specifically enumerated herein. In addition, Company makes no representationthat the operation of its website will be uninterrupted or error-free and we will not beliable for the consequences of any interruptions or errors. Company shall have noliability whatsoever for any claim relating to any Marketing Partner’s inability to accessthe services and/orMarketing Partner Program properly or completely or for any claimrelated to any errors or omissions in the services. TheMarketing Partner Program isprovided as an "as is" and an "as available" basis. Company makes no guarantees orwarranties on products, services, sale or trade situations whether express or implied.Company and its related entities disclaim the implied warranties of titles,merchantability, and fitness for a particular purpose. Company makes no guarantee orwarranty that theMarketing Partner Program will meet user requirements, be error free,secure, uninterrupted, or timely.19. MODIFICATION OF AGREEMENT : Company may modify this agreement at anytime by posting a change on our website or notifying You by email. Company maychange any of the terms and conditions of this Agreement. Modifications may include,but are not limited to, changes in the referral commission structure, paymentprocedures, and Medical Mary LTD Marketing Partner Program rules. If anymodification is unacceptable to You, Your only recourse is to terminate this Agreement.Your continued participation in Medical Mary LTD Marketing Partner Program followingour posting of a change notice or new agreement via email or on our website willconstitute binding acceptance of the change.20. COUNTERPARTS : This Agreement may be executed in several counterparts, each2019. All Rights reserved. Medical Mary of which shall constitute an original and all of which, when taken together, shallconstitute one agreement.21. SEVERABILITY: If any part or parts of this Agreement shall be held unenforceablefor any reason, the remainder of this Agreement shall continue in full force and effect. Ifany provision of this Agreement is deemed invalid or unenforceable by any court ofcompetent jurisdiction, and if limiting such provision would make the provision valid,then such provision shall be deemed to be construed as so limited.22. HEADINGS : The headings for section herein are for convenience only and shall notaffect the meaning of the provisions of this Agreement.23. ENTIRE AGREEMENT : This Agreement constitutes the entire agreement betweenCompany and Marketing Partner, and supersedes any prior understanding orrepresentation of any kind preceding the date of this Agreement. There are no otherpromises, conditions, understandings or other agreements, whether oral or written,relating to the subject matter of this Agreement.24. CHOICE OF LAW/VENUE : This Agreement shall be governed by and construed inaccordance with the laws of the State of Florida and/or Michigan at the sole discretion ofCompany without giving effect to any principles or conflicts of law. The parties heretoagree to submit any dispute or controversy arising out of or relating to this Agreement toarbitration in the state of Company’s sole discretion pursuant to the rules of theAmerican Arbitration Association, which arbitration shall be binding upon the parties andtheir successors in Medical Mary LTD interest. The prevailing party is entitled to bereimbursed for all reasonable legal fees from the non-prevailing party in order to enforcethe provisions of this Agreement.25. SURVIVABILITY: The ownership, proprietary rights, confidentiality, andnon-disparagement provisions and any provisions relating to payment of sums owed setforth in this Agreement, and any other provisions that by their sense and context theparties intend to have survive, shall survive the termination of this Agreement for anyreason.26. OTHER TERMS : Upon execution of This Agreement by signature below, theParties agree that any individual, firm, company, associates, corporations, jointventures, partnerships, divisions, subsidiaries, employees, companies, heirs, assigns,designees or consultants of which the signee is an company, officer, heir, successor,2019. All Rights reserved. Medical Mary assign or designee is bound by the terms of this Agreement. By participating in MedicalMary LTD Marketing Partner Program (as defined and conditioned above), MarketingPartner agrees to be bound by the terms of this Agreement. Should You do not agreewith the terms of this Agreement, You must immediately disengage from the Website.This Agreement is made effective as of the date first appearing above. I agree to the terms.EmailThis field is for validation purposes and should be left unchanged. This iframe contains the logic required to handle Ajax powered Gravity Forms.