Visiting Media – Agency/Referral Partner Agreement

VISITING MEDIA LLC
TERMS OF AGREEMENT

This Visiting Media LLC Terms of Service Agreement (this “Agreement”) is entered into as of the date completed and between Visiting Media LLC, an Oregon limited liability company (“Visiting Media”), and the undersigned organization agreeing to the terms and conditions contained herein (“Agent”) (each, a “Party”, and together, the “Parties”).

1. Definitions.

Capitalized terms used in, but not defined in the body of, this Agreement have the meanings set forth in Exhibit A. Capitalized terms defined in the body of this Agreement have the meanings so given them. Each reference in this Agreement to a definition is a reference to a definition contained in this Agreement, unless the context expressly provides.

2. Services.

Visiting Media agrees to train Agent and/or Agent’s staff on our TrueTour immersive marketing program.   Agent will have access to an Agency TrueTour license at no cost to Agent for the purpose of training and TrueTour platform awareness.

Agent agrees to represent Visiting Media and TrueTour to their customers and associates as a recommended product.  When appropriate, Agent agrees to electronically introduce Visiting Media and any potential customer via e-mail with a strong recommendation to meet and experience a product/service demo.

3. Good Standing.

Agent agrees to refer 6 or more businesses per quarter (2 per month).  If Agent does not refer a minimum of 2 businesses per month (24 per year) Agent may loose ‘good standing’ and their active status as a referral partner.  Good standing will be calculated based on the number of qualified referrals in a calendar year (or pro rated portion of a calendar year) upon looking back each January (at the previous year).   If Agent falls short of 24 referrals in the previous calendar year, Visiting Media will examine each quarter.  If agent referred 6 or more businesses in any quarter agent will earn the referral fee for those ‘qualifying’ quarters only (looking back).  However, in this situation, Agent would not quality for good standing moving forward, unless otherwise agreed upon, as good standing is based on annual referral totals.

4. Payment to Agent.

Agent will earn a one time payment of $500 per referred business that hires Visiting Media OR 5% of all revenue paid by a referred member as long as Agent remains in good standing.  This referral payment will occur in the first quarter of the year for the previous year unless otherwise agreed upon.

5. Suspension.

Visiting Media may suspend Agent’s active status if Agent falls out of good standing.  If this happens, no further referral payments will be made by Visiting Media.  Agent understands and acknowledges that in order to continue receiving ongoing referral payments Agent must remain in good standing.

6. Intellectual Property Rights.

6.1. Reservation of Rights. Visiting Media owns or is an authorized licensee for all intellectual property used for purposes of providing the Software and Services under this Agreement, whether developed prior to the commencement of this Agreement or anytime thereafter (“Visiting Media Properties”). All right, title and interest (including, without limitation, all copyright, patent, trade secret, trademark and other intellectual property rights) in and to the Visiting Media Properties and any corrections, updates, adaptations, enhancements or copies of the foregoing shall remain or vest exclusively with Visiting Media. Customer here by grants to Visiting Media a non-exclusive, worldwide license to copy, transmit, modify and use Customer Data for purposes of providing the Services, improving the quality of its Services and Software and improving Customer’s customer experience.
6.2. Customer Data Protection. Visiting Media will use commercially reasonable efforts comply with all applicable laws and regulations in connection with its processing and storage of Customer Data. Visiting Media will implement and maintain security procedures and measures designed to preserve the security and confidentiality of Customer Data processed or stored by it and will use commercially reasonable efforts to protect Customer Data against unauthorized or unlawful disclosure, access or processing, accidental loss, destruction, or damage.
6.3. Suggestions. Visiting Media may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions on the Services that Customer or End Users may send Visiting Media or post in Visiting Media’s forums without any obligation to Customer. Any ideas, feedback, suggestions, corrections, alterations, improvements, requests, questions or comments, results of any tests, including any enhancement, improvements or new features to the same (“Feedback”) will be the property of Visiting Media. Customer hereby assigns and agrees to assign to Visiting Media all right, title and interest worldwide in and to the Feedback both during and after the Term and agrees to assist Visiting Media in securing and perfecting such rights if applicable.

7. Term.

7.1. Agreement Term. This Agreement will remain in effect until cancelled by either party.  This agreement may be immediately cancelled if Agent falls out of good standing.

8. Termination.

8.1. Generally. Either Party may terminate this Agreement with 90 days notice.

9. Indemnification.

9.1. By Agent.  Agent will indemnify, defend, and hold harmless Visiting Media from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against Visiting Media and its Affiliates regarding: (a) Customer Data; (b) Customer Domains; (c) End Users; or (d) any other action by Agent that relates to or arises from a violation of law or regulation in relation to this Agreement.
9.2. By Visiting Media. Visiting Media will indemnify, defend, and hold harmless Agent from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against Agent to the extent based on an allegation that Visiting Media’s technology used to provide the Services to the Agent infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will Visiting Media have any obligations or liability under this section arising from: (a) use of any Services in a modified form or in combination with materials not furnished by Visiting Media; and (b) any content, information, or data provided by Agent, End Users, or other third parties.
9.3. General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE VISITING MEDIA AND AGENTS ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

10. Disputes.

Agent agrees to contact Visiting Media and submit any dispute in writing via email.  Agent agrees to work with a 3rd neutral party to resolve any dispute should one arise.