This Version is Effective April 15, 2024

This Timesheets.com ProPartner Agreement (“Agreement”) is entered into between TimeclockOnline.com, Inc. (“TCO”), a California Corporation, and you (“Partner”) as follows:

TCO owns and operates a website called Timesheets.com (“TS Website”) which provides web based software designed to be utilized by businesses in keeping track of work time of its employees for various purposes. TCO is entering into this agreement for the purpose of providing incentive to, and optional compensation for, persons or business entities who refer clients to TCO services through the Partner Program via our partner website portal (“Partner Website”).

Partner has referred or intends to refer clients to the TCO Web Site via the Partner Website and conditioned upon those referred clients actually utilizing the TCO Web Site and paying for such usage, TCO is agreeing to pay Partner compensation as set forth hereinafter to the extent such agreement for compensation exists as set forth below.

TCO and Partner, therefore, agree as follows:

1. The Effective Date of this agreement shall be the date on which TCO receives written confirmation of Partner’s agreement to these terms. As of the Effective Date, TCO agrees that TCO will pay to the Partner the following referral fee (commission) with respect to each Referred Client (as the term is defined hereinafter) as follows: With respect to the all clients referred to TCO by Partner via our Partner Website: 20% of gross revenue actually received by TCO from the Referred Client for 24 months after the Effective Date and prior to the termination of this Agreement.

   For purposes of this agreement, the term “Earned Fees” shall mean that money owed by TCO to Partner pursuant to either of the foregoing paragraph 1. If the percentage shown in the foregoing paragraph is ZERO, Partner has requested to waive any commissions that may otherwise be owed to Partner under this agreement.

2. To protect against unauthorized charges and billing disputes, TCO shall pay Partner Earned Fees under this Agreement pursuant to the following schedule: Earned Fees shall be paid to Partner at the beginning of the 4th month of service to the referred client and shall continue to be paid each month thereafter for 24 months as payments are received by TCO. By way of example only, if the Effective Date is January 12, 2024, the first payment of any Earned Fees (if any) would be paid on May 1, 2024 and shall consist of all Earned Fees (if any) earned through the end of January, 2024. On June 1, 2024, any Earned Fees would be paid for fees earned during the month of February, 2024, etc.

3. For purposes of this Agreement, the term “Referred Client” means a client entered into the TCO database by the Partner via the Partner Website located at the web address ‘partners.timesheets.com’ or ‘timesheets.com/partners’ no later than 30 days after the date on which that client first utilizes the TCO Web Site.

4. Partner agrees that it shall not make any promises or representations to any Referred Client, other than what is stated in the TCO Web Site. Partner agrees and acknowledges that this Agreement or the use of the term “Partner” in this Agreement does not create and is not intended to create any partnership or joint venture with Partner, and that the Partner is neither an agent, representative, partner, owner, shareholder or joint venturer of TCO and that TCO has no fiduciary relationship with or fiduciary obligations to Partner. Partner warrants and represents that it shall not disclose the terms of or contents of this Agreement to anyone without the prior written consent of TCO.

5. Partner may utilize TCO’s logos and trademarks only for the purpose of advertising to its clients and only so long as this Agreement remains in effect and so long as Partner does not modify such logos or trademarks in any manner with respect to such utilization.

6. Partner agrees that so long as this Agreement remains in effect, Partner will not take any action to either directly or indirectly compete with TCO in any respect.

7. TCO may terminate the Agreement at any time during the Term upon written notice to Partner, if Partner fails to generate at least 2 new Referred Clients during any consecutive 12-month time period OR if Partner breaches this Agreement in any manner. Notwithstanding the foregoing provision, however, TCO may terminate this Agreement upon 120 days’ electronic notification to Partner, in which case the Partner will receive Earned Fees through the termination date. If TCO terminates the Agreement, the Partner will still retain access to previously referred client accounts.

8. Each Party shall conduct all business in its own respective name as an independent contractor. Partner agrees that no joint venture, partnership, employment, agency or similar arrangement is created between TCO and Partner. Neither TCO or Partner have the right or power to act for or on behalf of the other or to bind the other in any respect, to pledge its credit, to accept any service of process upon it, or to receive any notices of any nature whatsoever on its behalf. Each party shall bear all its own expenses, including any legal fees, in connection with the execution and performance of the Agreement.

9. This Agreement shall be interpreted and enforced pursuant to the laws of the State of California. All disputes arising from or pertaining to this Agreement shall be resolved by binding arbitration in San Francisco, California pursuant to the Rules of the American Bar Association and utilizing a panel of three arbitrators. The cost for such arbitration shall be initially borne equally by each of the parties, but upon completion of the arbitration, the prevailing party shall be entitled to reimbursement for all such costs from the other party. The prevailing party in any such arbitration shall be entitled to be awarded all reasonable attorney’s fees and costs incurred in such arbitration. Any party may seek arbitration first by notifying the other party in writing of its intent to do so. Should the other party fail to confirm, within 30 days of receipt of such written notice, its willingness to cooperate in proceeding to arbitration pursuant the provisions herein, a party may seek a Court Order compelling arbitration and the prevailing party in such proceeding shall be entitled to attorney’s fees and costs incurred in seeking such Court Order regardless of the outcome of the arbitration.