Targeting Smart ("TS," “We,” or “Our”) provides digital-driven advertising services via its Platform (“Services”) to (“Customers”). You (“You” or “Referrer”) service similar entities. We would like to offer You the ability to participate in Targeting Smart's Referral Program (the “Program”).

These Referral Program Terms and Conditions (the “Terms”) form the complete agreement between TS and You with respect to Your participation in the Program. By registering to become an authorized referral associate, You are confirming that You have read these Terms and agree to be bound by them. You are subject to the Terms, as well as TS’s Terms of Use and Privacy Policy.

We reserve the right to update or modify these Terms at any time, in Our sole discretion. If We make changes to these Terms, We will update them here and notify You via electronic means, which may include email. It is important that You review the Terms whenever modified, because Your continued participation in the Program after such notification is Your affirmation that You agree to be bound by the modified Terms.

1. Definitions:

Brand Guidelines means TS's Brand Guidelines available here;

• Customer means a customer who has signed up to the TS Platform;
• Customer Referral Link means the Referrer’s unique referral link generated pursuant to the program following the instructions set out at [insert URL];
• TS Platform means TS’s cloud-based digital-driven ad platform available at targetingsmart.com
• Privacy Policy means TS’s privacy policy available at targetingsmart.com/privacy-policy
• Referred Customer means a person or corporation who arrives at the TS Platform and signs up via your Customer Referral Link.
• Qualified Referral means when a Referred Customer:‍

i. enters into a Service Agreement (as defined in TS’s Terms and Conditions) with TS as a “Customer Company” within 6 months of using your Customer Referral Link and hires at least one Team Member;

ii. has not previously signed up to the TS Platform or been in contact with TS in the preceding 12 months from the date they clicked the Customer Referral Link, or otherwise exist in TS’s sales database or sales records;

iii. is not the Referrer or closely associated with the Referrer or an existing TS Customer (as determined by TS in its sole and exclusive discretion), notwithstanding the foregoing, TS may disqualify any Referred Customer who might otherwise be a Qualified Referral in good faith, including where TS determines that a Referred Customer as being suspicious, involved in activities which do not align with TS’s values, or other reason determined by TS.

2. Commission Payment: The TS commission is calculated as a percentage of the gross revenue on each order generated by your referred clients.

• Bronze Tier (1-9 referrals): 10% commission
• Silver Tier (10-14 referrals): 12.5% commission
• Gold Tier (15+ referrals): 15% commission

The Referral Payment (check) will be issued no later than 5 business days after the date where both (i) the Referred Customer qualifies as a Qualified Referral and (ii) the Referrer claims the Referral Payment via Partnerstack. No Referral Payments will be made in respect of Referred Customers who TS disqualified as Qualified Referrals. Notwithstanding the foregoing, no Referral Payments will be made to Referrers if they are in breach of any of these Terms or complaints are made regarding the Referrer’s conduct in relation to spam or other inappropriate or suspicious activities.

3. TS-Customer Relationship. TS has complete discretion as to who it will do business with and on what terms, including whether to accept a Referred Prospect as a Customer or whether to terminate a Referred Customer, and what to charge a Referred Customer.

4. Branding. Any Referrer uses of any TS marks, images, or other assets, including but not limited to banners and social media postings, is subject to TS’s prior written approval in each instance. Referrer will seek prior written approval from TS to use any such TS assets and will adhere to the TS brand guidelines in each instance.

5. Referral Link Placements and Acceptable Use. Upon TS’s request, Referrer will identify to TS each place where Referrer has used its Customer Referral Link, including links, screenshots, and email sends. With each link, email or marketing advertisements that Referrer displays on behalf of TS, Referrer expressly agrees to abide by TS’s Website Terms of Use which are in effect at that date and time. Referrer will not send, post, transmit or otherwise place its Customer Referral Link, or any TS content, including TS’s name in connection with any materials, sites or otherwise that (i) will generate or facilitate unsolicited bulk emails; (ii) will violate, or otherwise encourage the violation of, the legal rights of others under the laws of any jurisdiction; (iii) is for an unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iv) contains obscene or pornographic content; and/or (v) harasses or has a tendency to harass persons.

6. Compliance with Laws. Referrer agrees that it will comply with all applicable laws, ordinances, rules, regulations, orders, licensing and registration requirements, or other requirements of any governmental authority with jurisdiction over Referrer and the Program, including all federal, state, or other applicable laws governing: (i) marketing and affiliate marketing email, communications, and services, such as the CAN-SPAM Act of 2003 and other anti-spam laws; (ii) data privacy and security, such as the General Data Protection Regulation EU 2016/679 (“GDPR”) and other data protection laws; and (iii) anti-bribery and anti-corruption laws, such as the US Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act (the “UK Act”), the Singapore Prevention of Corruption Act (“PCA”), the Mexico General Law on the National Anti-Corruption System (“GLAR”), the Canadian Corruption of Foreign Officials Act (“CFPOA”), and all other applicable anti-corruption and anti-bribery laws.

7. Licensed Marks. Subject to these Terms, TS hereby grants Referrer a non-exclusive, non-transferable, non-sublicensable license to use its Marks solely on Referrer’s website or assets only in connection with the marketing and promotion of the TS Platform as contemplated by these Terms. “Marks” means TS’s name , logo and other marks, materials, collateral and other assets identifying TS . Upon termination of these Terms, all rights related to the Marks shall terminate and Referrer will have no claim or right to use of any logos, marketing materials, or other collateral granted under these Terms.

8. Referrer Rights: Referrer hereby acknowledges and agrees that (i) the Marks are owned solely and exclusively by TS; (ii) except as set forth herein, Referrer has no rights, title, or interest in or to the Marks; and (iii) all use of the Marks by Referrer shall inure to the benefit of TS. Referrer will not apply for registration of the Marks (or any mark confusingly similar thereto) anywhere in the world, and Referrer will not influence, direct, or encourage any third party to register any of the Marks (or any mark confusingly similar thereto). Referrer agrees that it will not engage, participate, or otherwise become involved in any activity or course of action that diminishes or tarnishes the image or reputation of the Marks.

9. Use and Display of Marks: Referrer acknowledges and agrees that the presentation and image of the Marks should be uniform and consistent with respect to all services, activities, and products associated with the Marks. Accordingly, Referrer agrees to use the Marks only in the manner in which TS specifies from time to time in TS’s sole discretion. All usage by Referrer of the Marks shall include the registered trademark symbol and be in accordance with TS’s Brand Guidelines.

10. Term and Termination. These Terms will take effect with respect Referrer’s participation in the Program upon the date on which Referrer registration is confirmed by TS. These Terms will remain in force with respect to Referrer from month to month. TS may at any time, on notice, terminate Referrer’s participation in the Program, for any reason or no reason. TS may at any time and in its sole and exclusive discretion, terminate the entire Program, or modify or update the terms of the Program or these Terms (and in doing so will make any modified or updated terms available in writing). Upon termination of Referrer’s participation in the Program under these Terms (or termination of the Program in its entirety), Referrer will immediately cease using, and will remove from its site, all links to TS’s site(s), TS Marks, and any references to the Program.

11. Payment After Termination: Subject to and in accordance with applicable law, upon termination of Referrer’s participation in the Program, no further payments will be paid to Referrer, except for fees related to then-existing Qualified Referrals and fees related to Referred Customers who may become Qualified Referrals after the date the Referrer’s participation in the Program ends. Any complaints received due to spam activities may result in the forfeit of commissions accrued by Referrer and Referrer’s removal from the Program.

12. Confidentiality. The Referrer may not disclose these Terms to any third party (except as required for the Referral Link), except to its professional advisers under a strict duty of confidentiality or as required to comply with applicable laws.

13. Warranty. Referrer and TS each represents and warrants to the other that: (i) each has the full corporate right, power, and authority to agree to these Terms, to grant the subscriptions granted, and to perform the acts required of it hereunder; (ii) the agreement to these Terms by each party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; (iii) when Referrer indicates its acceptance of these Terms electronically in the manner required by TS, these Terms will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms; and (iv) it will comply with all laws, rules, and regulations in the conduct of its business. Each party acknowledges that the other party makes no representations, warranties, or agreements which are not expressly provided for in these Terms.

14. Indemnity. Each party will indemnify, hold harmless, and defend the other party (and its affiliates, directors, officers, employees, and agents) from and against (i) any and all third-party claims related to or arising out of the indemnifying party’s performance under these Terms, and (ii) any and all other claims for damages, injuries, attorneys’ fees, and other expenses caused by the indemnifying party’s gross negligence or willful misconduct. The indemnity includes, but is not limited to, breach of confidentiality obligations, infringement of intellectual property rights, and violations of applicable law or regulation. The indemnifying party is not required to indemnify, however, to the extent the indemnity claim arises from any fault of the indemnified party or of a third party under the control of the indemnified party.

15. Disclaimer. Except as otherwise expressly stated herein, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

16. Limitation of Liability. Neither party will be liable to the other for special, indirect, incidental, punitive, or exemplary losses, damages, or expenses including, but not limited to, claims for lost business profits or revenue, loss, interruption or unavailability of data, interruption of business operations, or the cost of the procurement of substitute goods or services. Notwithstanding anything stated in these Terms, in no event will either party’s aggregate liability under these Terms exceed the total fees paid by TS to Referrer hereunder. This limitation of liability will not apply where, under the applicable law, statutory damages exceed the limitation of liability. In that instance, the indemnifying party will indemnify the indemnified party for any and all losses exceeding this limitation of liability section.

17. Notices. All notices pursuant to these Terms must be in writing and may be provided electronically. Notice may be provided to TS at: 406 Orchid, Suite 43, Corona del Mar, CA 92625, with a copy to Legal@targetingsmart.com. Notice to Referrer may be provided to Referrer at the address provided to TS as part of Referrer’s Program participation application.

18. Dispute Resolution. The parties will act in good faith to promptly resolve any dispute arising out of or relating to these Terms by discussion between the relevant project managers or day to day representatives for each party. In the event the dispute is unable to be resolved within a reasonable timeframe, the dispute will be escalated to negotiation between the parties’ respective senior executives who have authority to settle the controversy. All reasonable requests for information made by one party to the other will be honored in a timely fashion. In the event the parties are unable to resolve a dispute, controversy, or claim under the internal escalation process described above, then the parties will arbitrate. Either party may give written notice to the other party of its intention to arbitrate. This provision will constitute a waiver of each party’s right to a jury trial. The parties understand and acknowledge this waiver and agree not to challenge its applicability. Any challenge will result in the party paying the costs of defending the enforceability of this waiver, even if a court of competent jurisdiction determines mandatory arbitration does not apply.

19. Governing Law. California, USA law governs these Terms. If any part of these Terms is found to be invalid or unenforceable, the remainder of these Terms will remain in full force and effect as if the unenforceable part did not exist.

20. Miscellaneous. Nothing in these Terms is intended to, or will be deemed to, establish any partnership or joint venture between the parties, make either party the agent of the other party, or authorize either party to make or enter into any commitments for or on behalf of the other party. These Terms are made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by or against, anyone else. These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements, and understandings between them, whether written or oral, relating to its subject matter.