BrainTime® LLC
Referral Partner Agreement





This Agreement governs Partner’s enrollment and participation in the Company’s Referral Partner Program (“Program”). The Company must approve you in order to participate in its Program. Company reserves the right to withhold or refuse approval for any reason or for no reason. Once you have been approved, your continued right to participate is conditioned upon the ongoing compliance with the terms and conditions of this Agreement. Failure to observe the terms and conditions of this Agreement, the Privacy Policy, or Terms of Use policy posted on Company’s website (“Website”), will disqualify you from participating in the Program. Company may withdraw approval at any time for any reason.

Partner agrees to submit all requested forms to Company, including a W9 with Partner’s correct individual social security number or federal tax ID for a company entity. Improper tax ID numbers will result in Partner’s contact information being forwarded to the IRS.

DEFINITIONS as used herein, shall have the meanings set forth below:

      • “PRODUCTS” shall mean products and services marketed and sold using the trademarked BrainTime® name. All such Products are shown on the Company Website.
      • “CUSTOMER” is a person who purchases a BrainTime Product or Service and does not cancel their subscription or request a refund for a minimum of 30 days from the date of purchase.
      • “REFERRAL PARTNER” is an existing Partner that is indicated on the Referral Partner Application as the person who made the referral to Program.
      • “PARTNER” is a person or business that has applied and been accepted by Company into the Program.
      • “QUALIFIED SALE or SALE” is a purchase made by a Customer via a Partner-specific tracking link provided by Company.
    • “CUSTOMER LEAD” is a potential customer who comes to Company Website or an online Company sales page through a Partner’s tracking link supplied by Company.
      1. General. This Agreement is made effective as of the date of email notification by Company to Partner of acceptance to Program. All Partners must be 18 years of age or older.
      2. Commissions. Partner will earn commissions for Qualified Sales of Products made directly from Website or from associated Company-provided online sales pages based upon the following:
      3. A Partner will be paid with a 2-tiered commission structure.
        • 1st Tier commissions of twenty-five percent (25%) are paid for Sales made through Partner’s direct tracking links.
        • 2nd Tier commissions of ten percent (10%) are paid on Sales made through tracking links of Referred Partners.
        1. Partner commissions are paid on or about the 30th of each month for all eligible Sales from the previous calendar month. Payment will be made via PayPal, or similar banking service of Company’s choosing. All commissions are paid in U.S. Dollars once Partner commissions total more than $50. Company is not responsible for any fees charged to Partner by any banking service used by Company for paying commissions, other than the fee charged for transferring funds to Partner’s U.S. PayPal account. Added fees for transfers made outside of the U.S. will be the responsibility of Partner.
        2. If a Sale is canceled or refunded, any pending or paid commission will be deducted from a subsequent commission payment. Partner commissions will not be paid based upon amounts that are attributable to credit card fraud, credits given to Customers, or bad debt right-offs. Company reserves the right to deduct, in subsequent months, any commission paid for a Product that is subsequently refunded, or for any reason where the previous monthly commission was overpaid or later subject to reduction.
        3. In the event a commission is paid to Partner in error, Company reserves the right to claw back such commission for a period of up to 90 days from the Sale date (“Error Claw Back Period”). Any resulting amount owed to Company by Partner may, in Company’s sole discretion, be deducted from commissions earned by Partner that are unpaid as of the date Company claws back the commission paid in error.
        4. Commissions are assigned to the Partner based on the last cookie associated with the Sale. If, at the time a Partner registers a Customer Lead through a tracking link click, and the Customer Lead already exists in the Company database, the most recent lead registration or unique tracking link click will assign the Company Partner associated with such lead registration or unique tracking link as the latest Partner. Company reserves the right to modify the Partner ID associated with a Sale. Company reserves the right to change any commission offered or provided under Program upon 30 days’ prior written notice.
      4. Promotional Materials and Training Services. Company may periodically offer Partners various training programs, marketing materials or additional services. As part of the standard Program, Company will provide Partner with login access to Partner’s account (“Resource Center”) where Partner will view tracked sales referred by Partner, receive monthly commission statements, receive tracking links to use for Partner’s sales and marketing efforts, and also receive Company approved marketing and social media promotional materials.Partner shall only use approved language and marketing materials when representing Company and its Products. Partner will not offer public promotions of Products using non- Company provided materials without prior approval by Company of content. Partner will not publicly represent Company at any trade show or professional conference without prior written consent.
      5. Trademarks, Intellectual Property, Confidential Information
        Company grants Partner a non-exclusive, non-transferable, limited license to use those Company trademarks, logos, and related images (“Marks”) provided by Company. Company may revoke this license at any time in its discretion. Partner’s use of the Marks shall conform with any published Company trademark usage guidelines, as developed and amended by Company from time to time, and use by Partner of the Marks shall inure to the benefit of Company.
      6. Termination. Partner may terminate this Agreement at any time, with or without cause, by giving Company written Notice of Termination. If either Party breaches a material term of this Agreement, the other Party may terminate this Agreement if the breaching Party does not cure such breach within ten (10) calendar days after receiving written notice of such breach. If termination is due to a breach by Partner, upon termination of this Agreement, all commissions shall similarly terminate and all related licenses to use Company’s Confidential Information or Marks made available as a result of this Agreement or the Program shall terminate, and all such materials and tangible embodiments thereof shall be returned or destroyed. The termination shall not result in the termination of any unpaid commissions in existence as of such termination date, unless expressly written.PARTNER’S AGREEMENT, SERVICE AND ALL COMMISSIONS (INCLUDING THOSE STILL OWED) WILL BE TERMINATED IMMEDIATELY AND WITHOUT WARNING SHOULD PARTNER VIOLATE THE CAN-SPAM ACT AND/OR SEND ANY UNSOLICITED BULK EMAIL CAMPAIGNS TO COMPANY’S WEBSITE OR RELATED SALES PAGES. Partner may also be subject to fines and legal actions as a result of Partner unsolicited bulk email promotion. All other provisions herein relating to confidentiality, intellectual property and limitations of liability shall survive termination of this Agreement.
      7. LimitationsofLiability.
        COMPANY MAKES NO WARRANTIES TO PARTNER OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR THE COMPANY AND ITS SUBCONTRACTORS. COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF RESULTS FOR ITS PRODUCTS. Company shall not be liable for any damages suffered by Partner, whether indirect, special, incidental, exemplary, or consequential, including, by not limited to, loss of data or service interruptions, regardless of cause or fault. Company is not responsible for Partner lost profits or for Partner loss of data or information.
      8. Acceptable/Unacceptable Use.
        Partner agrees to only represent Company and Products as allowed by Company using Company-provided materials and Website. Partner will make no claims regarding potential income, earnings, products, services or product results beyond what is stated by the Company or on Company Website. Partner further agrees not to disparage Company, Products or other Company Partners in any manner. Partner understands that disparagement may result in the immediate termination of Partner’s account with a cancellation of any pending commissions.
        Partner also agrees to comply with current FTC guidelines that govern digital advertising and marketing. Company does not authorize Partner to use any testimonials except those provided on Website and Company-provided sales pages and marketing materials. Partner hereby agrees not to use fake testimonials or to otherwise engage in practices that would violate any federal or state advertising laws. Failure to comply with this provision can result in immediate termination of this Agreement and of Partner’s participation in Program, with no further commissions being owed to Partner.
      9. Miscellaneous.
        1. Governing Law. This Agreement shall be governed in accordance with the laws of the State of California and controlling U.S. federal law. Any disputes, actions, or claims arising out of this Agreement or an Addendum to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Walnut Creek, California. In any action to enforce either Party’s rights, the prevailing Party shall be entitled to recover its reasonable costs and attorneys’ fees.
        2. No Agency. Nothing contained herein shall be construed as creating any agency, employment relationship, or other form of joint enterprise between the Parties, and neither Party has the authority to bind or incur any obligation on behalf of the other. Partner is an Independent Contractor.
        3. Assignment. Partner shall not assign its rights or delegate its obligations under this Agreement or an Addendum without Company’s prior written consent and, in the absence of such consent, any purported assignment or delegation by Partner shall be null, void and of no effect. Otherwise, this Agreement shall be binding upon and inure to the benefit of Company and Partner and their successors and permitted assigns. Company may assign this Agreement at any time (e.g., in the event of a sale of the Company).
        4. Marketing and Publicity. Partner consents to publication of its name by Company as a Partner of the Program or any applicable component thereof. Company authorizes Partner to include in its marketing, any information about the Company that Company has prepared and provided to Partner for this purpose. Partner shall not alter, modify, or otherwise change any materials provided to it by Company. Partner may also use other marketing materials of its own to promote the Company and Products, but Company must approve all such marketing materials in advance in writing. Company shall have sole authority to approve any and all press releases, announcements, or similar materials mentioning Company. Company shall not unreasonably withhold its approval in connection with a request under this section herein.
      10. Notices.
        • All notices, requests, demands, and other communications under this Agreement shall be in writing. Verbal communications will not be legally binding or subject to acceptance by either Party.
        • Written notices required to be given pursuant to this Agreement, including termination, shall be hand delivered, sent by certified mail with return receipt requested, emailed with confirmation of receipt by receiving Party, or sent by recognized overnight courier service as follows (no P.O. boxes accepted)

          If to Partner:
          Sent to information currently on file with Company.
          Partner is responsible for updating all contact information.

          If to Company:
          Dr. Jim Otis
          Brain Time, LLC
          30 N Gould St, Ste N
          Sheridan, WY 82801


        • 11. Dispute Resolution.

        1. The Parties agree that in the event of a dispute (“Dispute”), they will first attempt to engage in non-binding negotiations in an effort to find a solution that serves their respective and mutual interests, including their continuing business/professional relationship. Unless otherwise agreed in writing, the Parties shall have five (5) business days from the date of Notice of Dispute to begin these negotiations and fifteen (15) business days from the Notice date to complete these negotiations concerning the Dispute.
        2. If the Dispute does not conclude with a resolution and agreement between the Parties per the terms of Paragraph 10(a) herein, the Parties agree to submit the Dispute to binding Arbitration. Arbitration shall be initiated by written notice by either Party and shall be settled in accordance with the Uniform Arbitration Act, by a single arbitrator selected in accordance with the Rules of the American Arbitration from a panel of arbitrators provided by the American Arbitration who have experience with performance agreements. All disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. The place of arbitration shall be Walnut Creek, California. The decision of Arbitrator shall be binding on both parties.

        This Agreement becomes enforceable upon Partner’s notification of acceptance into the Program by Company via an email that includes acceptance and login access to Company’s Partner Resource Center.