Building Profitable Relationships One Partner At A Time.

Important Acknowledgement – Read Carefully

THIS IS A BINDING LEGAL AGREEMENT BETWEEN YOU (THE "PARTNERONE") AND MAC PRODUCTIONS (“MP”). BY SIGNING UP FOR THE MAC PRODUCTIONS PARTNERONE PROGRAM YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY BOUND BY EACH AND EVERY STATED TERM, CONDITION, AND NOTICE. FURTHER, YOU ACKNOWLEDGE AND AGREE TO BE LEGALLY BOUND BY ANY AND ALL AMENDMENTS AND MODIFICATIONS MADE TO THE AGREEMENT, FROM TIME TO TIME AS POSTED ON THE WEBSITE, AFTER YOUR ORIGINAL ACCEPTANCE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU WILL NOT HAVE THE OPPORTUNITY TO PARTICIPATE IN THE MAC PRODUCTIONS PARTNERONE PROGRAM.

MAC PRODUCTIONS, INC. PARTNERONE AGREEMENT TERMS, CONDITIONS AND NOTICES

SECTION 1: Basic Recitals and Definitions

1.1 "Acceptance" shall mean that the affiliate has checked the box agreeing to the Terms and Conditions of the Mac Productions PartnerOne Program on the signup form, thereby agreeing to be legally bound by all the terms and conditions of the Agreement, as stated herein and as amended or modified from time to time hereafter. MAC PRODUCTIONS reserves the right to reject the PARTNERONE's application at any time after the PARTNERONE has indicated an "Acceptance."

1.2 "PARTNERONE" shall mean a person or entity that submits an application to Mac Productions in accordance with and subject to the terms of this Agreement, which is approved by Mac Productions, and excludes any PARTNERONE who is later terminated from the Mac Productions PartnerOne Program (the "PartnerOne Program") set forth in this Agreement. Please note that throughout this Agreement, "you," "your," and "yours" shall mean the APPLICANT. The purpose of the PartnerOne Program is to refer customers to Mac Productions. MAC PRODUCTIONS reserves the right to accept or reject any PARTNERONE Application. An applicant for the PartnerOne Program is not required to pay an application fee or purchase any of the products and services of MAC PRODUCTIONS in order to qualify for the program.

1.3 "PARTNERONE Application" shall mean the form located on http://MacProductions.net/Partner where a potential PARTNERONE applicant applies for acceptance into the PartnerOne Program.

1.4 "PARTNERONE Control Panel" shall mean that portion of http://macproductions.net/Partner that is restricted by a MAC PRODUCTIONS-provided login to and for internal use only by MAC PRODUCTIONS and the PARTNERONE partner.

1.5 "PARTNERONE Profile" shall mean the web page accessed through the PARTNERONE Control Panel that contains certain data about the APPLICANT including, but not limited to, APPLICANTS (i) first and last name or business name; (ii) mailing address; (iii) telephone number; (iv) Social Security Number or Employer Tax Identification Number; and (v) desired Password and User Name.


1.6 "Agreement" shall mean this PARTNERONE Agreement, which contains the complete terms and conditions that apply to the relationship between MAC PRODUCTIONS and the APPLICANT related to the PartnerOne Program, which excludes separate agreements between the parties for ancillary products or services.

1.7 "PartnerOne ID" shall mean the code MAC PRODUCTIONS provides to PARTNERONE partners to identify partner referrals.

1.9 "Licensed Materials" shall mean any and all information and materials, whether copyrighted or produced and published with or without copyright, that MAC PRODUCTIONS provides to its PARTNERONE partners for use related to the PartnerOne Program. The Licensed Materials include, but are not limited to, all information and materials on PARTNERONE's Website, Http://macproductions.net/Partner, PARTNERONE Control Panel, and related links to other MAC PRODUCTIONS data made available to the PARTNERONE partner by MAC PRODUCTIONS.

1.10 "Product" or "Service" means any or all of the products or services offered on http://macproductions.net/. The term "Product" means, where applicable, both the products and services offered on http://macproductions.net/.

1.11 "Proprietary Information" shall mean all confidential and proprietary information of MAC PRODUCTIONS, including but not limited to, lists or other identification of PARTNERONE program; pertinent facts or information about PARTNERONE program accumulated and stored by MAC PRODUCTIONS, including PARTNERONE User Names, Website URL names and addresses, "dba" names, email addresses and phone numbers; MAC Productions’ Compensation Plan, as it presently exists or may be modified from time to time; MAC Productions’ accumulated information related to contacts and contractual agreements with Providers; and all other information obtained by or communicated to any PARTNERONE partner at any time as a consequence of or related to PARTNERONE's participation in the PartnerOne Program. PARTNER agrees that it will not use, disclose or communicate, or permit, allow or acquiesce to the use, disclosure or communication of, any Proprietary Information, except only in accordance with this Agreement. PARTNER agrees to maintain the Proprietary Information in strict confidence and shall exercise all necessary precautions to safeguard the secrecy of the Proprietary Information and to prevent its unauthorized disclosure to others. All Proprietary Information remains the intellectual property of MAC PRODUCTIONS. This Section shall survive termination under this Agreement.

1.14 "Proprietary Marks" shall mean the trademarks and service marks "MAC PRODUCTIONS," "Mac Productions," "http://macproductions.net/" plus, any and all of MAC Productions’ names, trade names, trademarks, service marks and logos that presently exist and may be created, designed or otherwise originated from time to time for use in connection with MAC Productions’ marketing of products and services. All Proprietary Marks remain the intellectual property of MAC PRODUCTIONS. This Section shall survive termination under this Agreement.

1.12 "Provider(s)" shall mean a vendor that has entered into an agreement with MAC PRODUCTIONS to offer the vendor's products or services through http://macproductions.net/.


1.13 “MP” or "Mac Productions" shall mean Mac Productions, Inc. Please note that throughout this Agreement, "we," "us," and "our" will mean MAC PRODUCTIONS.

1.19 "http://macproductions.net/Partner" shall mean the Internet Website of Mac Productions, Inc. at URL http://macproductions.net/Partner and the collection of web pages under the http://macproductions.net/ domain name.

SECTION 2: Relationship; Services

2.1 Business Relationship; Services; This Agreement creates a non-exclusive independent contractor relationship between MAC PRODUCTIONS and PARTNER for the mutual benefit of MAC PRODUCTIONS.

2.2 Personal Guarantee. By joining the MAC PRODUCTIONS PartnerOne Program, individual PARTNER, or agent for PARTNER, if PARTNER is an entity, agrees to personally guarantee the performance of PARTNER duties and obligations pursuant to this Agreement.

2.3 Independent Contractor Relationship.

(1) PARTNER and MAC PRODUCTIONS are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent, between the parties. MAC PRODUCTIONS and PARTNER agree that PARTNER is a separate and independent enterprise from that of MAC PRODUCTIONS. PARTNER shall determine the time, method and manner of advertising the Products and Services, provided that there is compliance with all the terms and conditions of this Agreement and any other policies and procedures established, from time to time, and published or announced by MAC PRODUCTIONS. PARTNER and its employees shall exercise their own discretion and judgment as to the manner of referring the Services. PARTNER shall determine its own working schedule and location in light of the needs of the particular Provider being served.

(2) As an independent contractor, PARTNER is responsible for any and all expenses that it incurs in the performance of this Agreement, including, without limitation, expenses incurred for wages and related federal and state income taxes, social security taxes, unemployment insurance, self-employment taxes and employee benefits. PARTNER shall procure and maintain workers' compensation coverage sufficient to meet the statutory requirements of every state in which PARTNER personnel are hired to perform referral Services.

(3) Neither PARTNER, nor any of its personnel, are employees of MAC PRODUCTIONS or the Providers or entitled to any benefits or rights guaranteed by MAC PRODUCTIONS or the Providers, or by operation of law, to their employees, including, but not limited to, group insurance, liability insurance, paid vacation, sick leave or other leave, retirement plans, health plans, pension or welfare benefits, "overtime" pay, and the like. It is understood and agreed that since PARTNER is an independent contractor, MAC PRODUCTIONS will make no deductions from fees paid to PARTNER for any federal or state taxes, including income taxes or social security, and MAC PRODUCTIONS has no obligation to provide worker's compensation insurance coverage for PARTNER.

(4) PARTNER does not have express, implied or apparent authority to enter into any contract on behalf of MAC PRODUCTIONS or otherwise to bind MAC PRODUCTIONS to any agreement. MAC PRODUCTIONS will not be liable for any obligation incurred by PARTNER, except as otherwise provided herein.

(5) PARTNER represents and warrants that it is a separate, independent, licensed business entity, duly authorized to perform Referral Services under this Agreement, and that it makes its professional services generally available to a wide variety of other companies on a regular basis. During the term of this Agreement, PARTNER agrees that it will not perform any work for any other person or entity that is substantially similar to the Referral Services if the performance of such work would have a material adverse impact upon the ability of the PARTNER to perform its obligations hereunder.

2.4 Professional Standards. PARTNER shall provide and perform the Referral Services hereunder in accordance with (i) the highest applicable ethical and professional standards prevailing at the time such Referral Services are rendered, and (ii) any general standards, rules, regulations, policies, security procedures, and other standards specified by MAC PRODUCTIONS or the Providers.

2.5 Customer Service and Product Responsibility

(1) Fulfillment. PARTNERONE acknowledges that MAC PRODUCTIONS directly manages or fulfills customer orders or provide Products or Services, and that MAC PRODUCTIONS does have contractual relationships with customers who purchase any Products or Services from MAC PRODUCTIONS.

(2) Customer Service. MAC PRODUCTIONS is responsible for any customer service or related function including responding to order inquiries, billing inquiries, defective products, or product returns and service cancellation.

(3) Return Policies. Products and Services purchased through MAC PRODUCTIONS are subject to the respective Provider's return policies. MAC PRODUCTIONS is not responsible for a Provider's return policies and MAC PRODUCTIONS shall not accept Product returns, unless otherwise requested by PROVIDER.

(4) Product Defects. MAC PRODUCTIONS is not responsible for defects in Products from PROVIDER, and PARTNER shall not represent that MAC PRODUCTIONS makes any warranty or representation regarding such Products from PROVIDER.

(5) Service Quality. MAC PRODUCTIONS is not responsible for the quality of Services from PROVIDER, and PARTNER shall not represent that MAC PRODUCTIONS makes any warranty regarding such Services.

2.6 Commissions.

(1) Compensation Eligibility. Eligibility of the PARTNER to receive commissions is conditioned upon compliance with MAC PRODUCTIONS policies. Commissions will be paid for sales originated by a PARTNER referral during the Term pursuant to this Agreement. MAC PRODUCTIONS reserves the right to terminate your account if it is idle for more than 30 days. [ATL: MAC PRODUCTIONS may revoke the PARTNERS eligibility for compensation in the event the PARTNER fails or neglects to comply with the terms and conditions of this Agreement.]

(2) In exchange for the Referral Services, MAC PRODUCTIONS shall pay PARTNER for each Final Sale (defined herein) pursuant to the Commission Schedule referenced in Paragraph 2.6(4) (the "Commission"). A "Final Sale" means an order placed for a Product or Service that results in MAC PRODUCTIONS receiving full and complete payment from the Customer related to such sale, and which does not result in a cancellation by the Customer. Customer early termination will likewise result in a PARTNER not receiving a commission as set forth herein. The PARTNER will be subject to a commission grace period of 30 days from date of customer acquisition.

(3) Cancellations. If a cancels a purchase, and:

(a) MAC PRODUCTIONS has not yet paid PARTNER a Commission based on such sale, no Commission will be paid related to such purchase;
(b) MAC PRODUCTIONS has already paid PARTNER a Commission based on the sale of that item, MAC PRODUCTIONS will deduct the amount of the disputed Commission from PARTNERS next monthly Commission payment.
(c) If there are no subsequent Commissions due to PARTNER, MAC PRODUCTIONS will send PARTNER a bill for the amount of the disputed Commission, and PARTNER agrees that it will pay that bill no later than thirty- (30) days after receipt.

(4) Commission Schedule. Commissions are paid on the Products and Services and at the rates as posted under the "Compensation Plan" on http://macproductions.net/Partner, as modified from time to time. PARTNERS are responsible for continuously checking http://macproductions.net/Partner and the PARTNERONE Control Panel for changes to the Commission schedule.


(5) Pay Cycle Commission payments will be mailed 30 days after the end of the subsequent month for Commissions earned during the current month (e.g., the Commission payment for sales made in August will be mailed by September). PARTNERS must be entitled to receive at least $25 in Commissions before receiving a check. Commissions are paid via PayPal, so PARTNER is required to setup a PayPal account


2.7 Legal Capacity. PARTNERS who are individuals represent that they have legal capacity and have attained legal age to work and enter into contracts in the state or other authoritative locale in which the PARTNER markets the Products and Services.

2.8 Changes to Products/Services and Pricing. MAC PRODUCTIONS reserves the right to change Products and Services and related pricing from time to time without prior notice. Any such changes or modifications shall become effective immediately upon posting on http://macproductions.net/ unless another effective date is specified.

SECTION 3: PARTNER Duties, Representations and Warranties

3.1 Accurate & Truthful Profile. PARTNER warrants and agrees that data submitted on the PARTNERONE Profile is and must be kept current by the PARTNER to maintain communication integrity. All of the data supplied and entered in the PARTNERONE Profile by the PARTNER shall be truthful, factually accurate information. Misrepresentations or fraudulent statements supplied in connection with this Agreement shall cause immediate termination of this Agreement and a right of setoff against present or future compensation allegedly due to PARTNER hereunder in an amount no greater than damages incurred or to be incurred by MAC PRODUCTIONS as a result of such conduct.

3.2 Identification Number. The PARTNER warrants that it shall provide MAC PRODUCTIONS with a valid identification number (ID#). In the event the PARTNER is transacting business as an individual or in any other personal format, then that ID# shall be the PARTNERS Social Security Number (SS#). In the event the PARTNERONE is a corporation, limited liability company, or partnership, the ID# shall be the Federal Employee Identification Number ("F.E.I.N."). In the event the purported entity does not provide a F.E.I.N., then MAC PRODUCTIONS shall interpret the "entity" as an individual or group of individuals and require the appropriate SS#s. In the event the PARTNER is located outside of the USA, then the appropriate governmental or other authoritative agency ID# or United States passport number shall be submitted to MAC PRODUCTIONS. The PARTNER authorizes MAC PRODUCTIONS to verify the ID# submitted. The ID# shall be used by MAC PRODUCTIONS for tax reporting and other lawful purposes. MAC PRODUCTIONS shall not pay and the PARTNER shall not be entitled to payment of any Commissions or bonuses on Products and Services marketed prior to the receipt by MAC PRODUCTIONS of the PARTNERS ID# (SS# or F.E.I.N.).

3.3 Compliance with Laws and Regulations. The PARTNER warrants that it shall comply with all federal, state and local taxes and regulations governing the sale of the Products and Services, and regarding the sending of e-mails, including, but not limited to the CAN-SPAM Act, effective January 1, 2004. PARTNER shall be responsible for the payment of income tax, self-employment tax and other tax of any nature, if any, due and owing to any federal, state, county, municipal, country, province, territory or any other governmental taxing authority for the PARTNER and PARTNERS employees, if any. Such taxes are the responsibility of the PARTNER, who shall indemnify and hold harmless MAC PRODUCTIONS for payment of any such taxes.

3.4 Change of Status. PARTNER is required to report to MAC PRODUCTIONS any change in status that may affect PARTNERS rights to receive any Commission or other compensation from MAC PRODUCTIONS. Such change in status may include, a change of marital status or a change from individual to corporation, limited liability company, or partnership. This Agreement shall not be assigned or transferred without prior written approval of MAC PRODUCTIONS.

3.5 Goodwill. The PARTNER shall at all times safeguard MAC Productions’ reputation and promote the good will of MAC PRODUCTIONS and the Products and Services marketed. PARTNER shall refrain from any and all conduct that may be harmful to the reputation of MAC PRODUCTIONS or the Provider(s). The PARTNER shall refrain from and avoid all deceptive, misleading, unethical or discourteous conduct or practice.

3.6 Limited License of Licensed Materials and Proprietary Marks. MAC PRODUCTIONS hereby grants PARTNER a non-exclusive, limited license, for the Term of this Agreement, to use the Licensed Materials and Proprietary Marks solely for the purpose of advertising the Products and/or Services in the manner set forth in this Agreement. PARTNER warrants and represents that it will not, directly or indirectly, use, display, duplicate, produce, reproduce, market, offer for sale, sell or distribute, in whole or in part, and shall not replicate in a deceptively similar form or style, any Licensed Materials or Proprietary Marks, except as authorized by this Agreement or prior written approval by an officer of MAC PRODUCTIONS. Any license to use the Licensed Materials or Proprietary Marks terminates concurrently with the termination of this Agreement. All Licensed Materials and Proprietary Marks remain the intellectual property of MAC PRODUCTIONS. This Section shall survive termination under this Agreement.

3.7 PARTNER represents and warrants that it has the ability to fully and timely perform all Referral Services and to undertake all risks it agrees to undertake hereunder. PARTNER will promptly notify MAC PRODUCTIONS in writing of any event that may have or has a material adverse impact on PARTNERS ability to perform its obligations under this Agreement.

3.9 PARTNER represents and warrants that none of the Referral Services rendered by PARTNER under this Agreement will violate or wrongfully interfere with any contract or other right of any third party. PARTNER further represents that it shall not disclose to MAC PRODUCTIONS, nor use in connection with its retention hereunder, any confidential or proprietary information, technology, works, inventions, or other materials belonging to any third party.

3.10 PARTNER represents that it is not a party to any contract, or subject to any other obligation, that might restrict PARTNER from performing Referral Services, including, but not limited to, any agreement not to compete or any agreement not to solicit. PARTNER agrees to disclose any such contract or obligation to MAC PRODUCTIONS prior to rendering any Referral Services.

3.11 PARTNER represents and warrants that all materials prepared or provided, and all Referral Services rendered, by it under this Agreement will not violate or infringe on any patent, copyright, trademark, trade secret, contract, privacy, publicity, or other right of any third party, and will not contain defamatory matter. PARTNER further represents and warrants that all materials prepared or provided by it under this Agreement will be suitable for the use proposed by it without violating any statute, ordinance, or governmental regulation.

3.12 In case of breach of any of the foregoing warranties, PARTNER shall promptly take all actions necessary to fully cure the breach and indemnify and compensate MAC PRODUCTIONS for any and all claims and resulting damage, at PARTNERS sole expense, including any reasonable attorney's fees and costs incurred by MAC PRODUCTIONS related thereto.

SECTION 4: Website Use; Waivers; Disclaimers

4.1 Availability of Website. PARTNER recognizes that the traffic of data through the Internet may cause delays while accessing any MAC PRODUCTIONS website including without limitation, Http://macproductions.net/,("MAC PRODUCTIONS Websites"). PARTNER shall not hold MAC PRODUCTIONS liable for any inability to access or delays in the access of such websites, from whatever cause, whether or not in the ordinary course of Internet use. This paragraph shall in no way affect the limitation of liability as described in paragraph 4.4.

4.2 Scheduled Maintenance. MAC PRODUCTIONS shall notify PARTNER by posting or e-mail of scheduled upgrades or maintenance work on http://macproductions.net/, or the PARTNER Control Panel, and if available, an estimate of the length of time the site(s) will be unavailable.


4.3 Obligation to Monitor. PARTNER shall be obligated to continuously check Http://macproductions.net/Partner and the PARTNER Control Panel for any changes in PartnerOne Program rules or regulations.

4.5 Restrictions of Use. PARTNER warrants that it will not post, directly or indirectly on or by links to any other websites, any of the following material or information to the MAC PRODUCTIONS Websites: (i) intellectual property copyrighted or trademarked by others; (ii) abusive, defamatory or inflammatory statements; (iii) statements which contain vulgar, obscene or indecent statements or graphical images; (iv) statements that threaten the person of others; (v) statements that are bigoted, hateful, racially offensive or endorse or advocate illegal or immoral activity; and (vi) statements of or about political issues or political campaign materials.


4.6 PARTNERONE Control Panel Privacy. MAC PRODUCTIONS shall not disclose to third parties any personal information that the PARTNER submits to MAC PRODUCTIONS through the PARTNERONE Profile. Such data shall be used for the sole purposes of MAC PRODUCTIONS for the administration of the account of, notices to, periodic contact with the PARTNER or any other purpose MAC PRODUCTIONS deems necessary.

4.7 Unauthorized Access to PARTNERONE Control Panel. PARTNER must protect the PARTNERS password. The PARTNER is solely responsible for use of the PARTNERONE Control Panel by any third party using the access information provided by the PARTNER. In the event that PARTNER determines that another party has improperly or wrongfully gained or should no longer maintain access to PARTNERONE's login and/or password, then upon written notice to MAC PRODUCTIONS, PARTNER must request MAC PRODUCTIONS to delete the old information and issue a new login and/or password to PARTNER.

4.8 Limitation of Liability: THE WEBSITE SERVICES PROVIDED BY MAC PRODUCTIONS, INCLUDING ACCESS TO HTTP://MACPRODUCTIONS.NET/PARTNER, ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND TO PARTNER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) EFFORT TO ACHIEVE PURPOSE; (iv) QUALITY; (v) ACCURACY; (vi) NON-INFRINGEMENT; (vii) QUIET ENJOYMENT; AND (viii) TITLE. PARTNER AGREES THAT ANY EFFORTS BY MAC PRODUCTIONS TO MODIFY ITS PRODUCTS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY MAC PRODUCTIONS WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. PARTNER FURTHER AGREES THAT MAC PRODUCTIONS SHALL NOT BE LIABLE TO THE PARTNERONE OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THE MAC PRODUCTIONS WEBSITES OR ANY OTHER HYPER-LINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, WHETHER UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT OR OTHERWISE, EVEN IN THE EVENT MAC PRODUCTIONS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO PARTNERONE. IN SUCH JURISDICTIONS, MAC PRODUCTIONS'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

SECTION 5: Business Practices

5.1 Ethical Conduct. It is the full responsibility of PARTNER to market the Products and Services in a legal, ethical and honest fashion, and PARTNERONE agrees to defend and hold MAC PRODUCTIONS harmless from any and all claims, liabilities, causes of action, damages, and costs (including reasonable attorney's fees) asserted against MAC PRODUCTIONS arising from or related to the actions or omissions of PARTNER. PARTNER shall at all times comply with all local and Federal spam, fax broadcast and telemarketing laws. Any PARTNER advertisement that does not comply with applicable local, state or federal laws is strictly forbidden and shall be expressly defined as "unauthorized use" of the respective Provider's trademarks, marks and names. Should action be brought against MAC PRODUCTIONS for such activity by PARTNER, PARTNER agrees to bear all costs and penalties associated with such activity including, but not limited to MAC Productions’ legal costs for any alleged infraction of these laws.

5.2 Slamming and Spamming. The PARTNER shall not engage in or facilitate any form of illegal slamming or spamming in any way with any customers or potential customer of a MAC PRODUCTIONS. The PARTNER shall not submit any referral to MAC PRODUCTIONS unless the referral has been fully and knowingly authorized and verified by the PARTNER. Instances of forgeries or willful violations of applicable laws, rules and regulations shall result in the immediate termination and a permanent ban of PARTNER from any representation of MAC PRODUCTIONS. "Spamming" occurs when a party uses any unauthorized or unsolicited communication or transmission of information or material by phone, facsimile, e-mail or other telecommunication equipment to another individual or entity not having a prior business or personal relationship with that sender. Specifically, unsolicited advertisements sent by telephone or facsimile are restricted by federal law. Legal action may be filed to recover actual monetary loss from such violation, with damages for each such violation, whichever is greater. This Section shall survive the termination of this Agreement.

5.3 Slamming or Spamming NO Tolerance Policy. It is acknowledged by the PARTNER that MAC PRODUCTIONS prohibits and shall not tolerate any occurrence of Slamming or Spamming. Upon each and every occasion that the PARTNER endorses or negotiates the monthly compensation checks issued and delivered to the PARTNER by MAC PRODUCTIONS, each PARTNER reaffirms that the PARTNER shall not engage in or facilitate any form of Slamming or Spamming in any way with any customers or potential customer of MAC PRODUCTIONS or any of MAC PRODUCTIONS Providers. MAC PRODUCTIONS will take all action necessary to protect MAC PRODUCTIONS customers against Slamming or Spamming, including, but without limitation, termination of the PARTNER. MAC PRODUCTIONS prohibits the PARTNER from using any of MAC Productions’ Proprietary Information, Proprietary Materials and Licensed Materials on or through any automatic calling devises, "broiler room" operations or any other form or unsolicited advertising to generate prospective customers.

5.4 No Telemarketing. The PARTNER shall not engage in or facilitate any form of outbound telemarketing sales of the Products or Services.

5.5 Violation of Laws and Regulations. PARTNER acknowledges that certain local, state and federal laws and regulations apply to PARTNER as an independent contractor and as an individual. PARTNER agrees to comply with all applicable local, state and federal laws. Further, PARTNER agrees to defend, indemnify, and hold harmless MAC PRODUCTIONS, including MAC Productions’ PARTNERS, subsidiaries, agents, directors, officers and employees, against all claims, damages, losses, causes of action, liabilities and expenses of any kind or nature, including but not limited to reasonable attorney fees, which arise out of or relate to the failure of PARTNER to comply with such applicable local, state and federal laws and regulations in the performance of PARTNERS obligations under this Agreement. This Section shall survive termination under this Agreement.

5.6 Misrepresentations. PARTNER is an independent entity and agrees not to falsely represent himself/itself as an employee, owner, or partner of MAC PRODUCTIONS.

5.7 Non-Circumvention. During the term of this Agreement, and for twelve (12) months after the expiration or termination of this Agreement for any reason, PARTNER shall not, except as an independent contractor for MAC PRODUCTIONS, directly or indirectly, offer or provide, or assist others in offering or providing, to any Company any Referral Services. The term "Company" for purposes of this paragraph shall mean those persons or entities that provide similar services to MAC PRODUCTIONS during the Term of this Agreement.

5.08 PARTNER Printed Material and Advertising. All electronic or printed advertisements of the Products or Services, must be submitted by PARTNER to MAC PRODUCTIONS for review and approval by written consent of an officer of MAC PRODUCTIONS prior to distribution. PARTNER business cards, stationary and any printed material proposing to use any Proprietary Marks, must be submitted by the PARTNER to MAC PRODUCTIONS for review and approval by written consent of an officer of MAC PRODUCTIONS prior to printing and distribution. All material shall include a disclaimer stating that PARTNER is an independent contractor and not an agent of MAC PRODUCTIONS.

5.09 PARTNER Business Phones. The PARTNERS business-telephone(s) may not use, be listed under or make reference to MAC Productions’ name.

5.10 Press Inquiries. Any inquiries by the news media about MAC PRODUCTIONS must be referred immediately to MAC PRODUCTIONS to ensure presentation of factual information, plus an accurate and consistent public image. PARTNER shall not make representations to the press regarding MAC PRODUCTIONS without prior written consent from MAC PRODUCTIONS.

5.11 Disclaimers. PARTNER shall place on all its websites and printed material a disclaimer stating that PARTNER is an independent contractor and not an agent of MAC PRODUCTIONS.

SECTION 6: Marketing Materials

6.1 Representations Regarding MAC PRODUCTIONS or Products. PARTNER agrees not to make any oral or written statements regarding MAC PRODUCTIONS, its products, its services, the products and services of its Providers and MAC PRODUCTIONS marketing program that are not expressly contained in the materials supplied by MAC PRODUCTIONS directly to the PARTNER. The PARTNER agrees to indemnify and hold harmless MAC PRODUCTIONS from any and all liability including judgments, civil penalties, refund, attorney fees, court cost or lost business incurred by MAC PRODUCTIONS as a result of PARTNERS unauthorized representations. This Section shall survive termination under this Agreement.

6.2 Reporting. MAC PRODUCTIONS will provide, as and when available, computer reports to the PARTNER on the PARTNERONE Control Panel. The reports may include information regarding PARTNERS sales organization, product referrals and product mix. The PARTNER acknowledges that such reports are MAC Productions’ Proprietary Information. The use of such reports is provided by MAC PRODUCTIONS for use the PARTNER, solely, during the term of this Agreement and not afterwards. The PARTNER shall not, directly or indirectly, disclose the Proprietary Information to any third party. The PARTNER and MAC PRODUCTIONS agree that, but for this agreement of confidentiality and nondisclosure, MAC PRODUCTIONS would not provide the Proprietary Information to the PARTNER. This Section shall survive termination under this Agreement.

6.3 Proprietary Marks. The Proprietary Marks of MAC PRODUCTIONS have significant value and the PARTNER may use the Proprietary Marks only as authorized and pursuant to this Agreement. The PARTNER shall use the Proprietary Marks only in the form and format provided by MAC PRODUCTIONS. The PARTNER shall obtain prior written permission from an officer of MAC PRODUCTIONS for any other use of the Proprietary Marks. Such prohibited use includes, but not limited, to advertising or promotional materials individually procured by the PARTNER for marketing of the products and services of MAC PRODUCTIONS. The PARTNER shall not use any written, printed, recorded material, or any other material in advertising, promoting or describing the products and services of MAC Productions’ marketing and sponsoring program, unless such materials have been submitted to MAC PRODUCTIONS for approval and such approval is granted, in writing, by an officer of MAC PRODUCTIONS prior to dissemination, publication, displayed or use by the PARTNER.

6.4 Licensed Materials. The Licensed Materials of MAC PRODUCTIONS and Providers have significant value and the PARTNERONE shall not advertise the Licensed Materials of MAC PRODUCTIONS and Providers, except when and as authorized by prior written consent by an officer of MAC PRODUCTIONS. Any display, institutional, trademark, television, radio, Internet, direct mail or newspaper advertising copy, other than that originated, produced and disseminated by MAC PRODUCTIONS, must be submitted by the PARTNER to MAC PRODUCTIONS for analysis, review and approved by written consent of an officer of MAC PRODUCTIONS prior to dissemination, use or publication, privately or publicly.


SECTION 8: Term; Termination

8.1 The term of this Agreement ("Term") shall commence on the date MAC PRODUCTIONS accepts your PARTNERONE Application and shall continue until this Agreement is terminated pursuant to the provisions contained herein. Certain identified Sections herein shall survive termination under this Agreement.

8.2 The PARTNER may terminate the relationship with MAC PRODUCTIONS at any time and for any reason, simply by written or e-mail notification delivered to MAC PRODUCTIONS. In the event the PARTNER elects to terminate this Agreement and the relationship with MAC PRODUCTIONS, all rights to receipt of compensation, including but not limited to all commissions, override commission, bonuses, stipends or discounts on products and services theretofore purchased by the PARTNER, shall terminate immediately.

8.3 MAC PRODUCTIONS reserves the right to terminate the relationship with the PARTNER at any time in the event that in MAC Productions’ sole opinion that MAC PRODUCTIONS determines that the PARTNER has violated: (i) any of the terms and conditions of this Agreement, as it presently exists or as it may be amended or modified from time to time; (ii) any provision of applicable laws, rules or regulations; (iii) any standards of fair and honest dealing, including but not limited to the PARTNER dealing in any secret arrangement, deceitful tactic, collusion or apparent conspiracy with any third-party to circumvent any existing prohibitive provision or non-compete agreement by and between that third-party and a respective contracting-party to which the third-party has an apparent binding obligation; (iv) any MAC PRODUCTIONS policy or procedure; or (v) the PARTNERS neglect or failure to maintain and provide MAC PRODUCTIONS with a current email address, mailing address, phone number(s) or other pertinent data deemed necessary at the sole discretion of MAC PRODUCTIONS. The act of termination of a PARTNER carries with it the corresponding termination of any and all current or future compensation that may be attributed to products and services marketed on behalf of MAC PRODUCTIONS by the subject PARTNER while acting in the PARTNERONE capacity.

8.4 In the event of such termination of the PARTNER, the sole obligation of MAC PRODUCTIONS shall be to notify the PARTNER at the last known e-mail address provided by the PARTNER to MAC PRODUCTIONS. The termination shall be effective immediately, unless otherwise stated in the notice.

8.5 MAC Productions’ decision shall be final and subject to no further review.

SECTION 9: Miscellaneous

9.1 Waiver. No course of dealing between MAC PRODUCTIONS and the PARTNER shall modify, amend, waive or terminate any of the terms and conditions herein or any obligations of the PARTNER under or by reason of this Agreement, without prior written consent of an officer of MAC PRODUCTIONS.

9.2 Dispute Resolution. This Agreement is governed under the laws of the Commonwealth of Ohio. PARTNER agrees that during and after the term or any extension of the term of this Agreement, any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof between MAC PRODUCTIONS and PARTNER ("Arbitral Claims") shall be settled by arbitration or mediation in Cuyahoga County, Ohio, at MAC Productions’ sole option. This clause shall not be construed to limit MAC PRODUCTIONS from bringing any action for injunctive or other provisional relief as MAC PRODUCTIONS deems necessary or appropriate to compel PARTNERONE to comply with its obligations hereunder or to protect MAC Productions’ intellectual property rights in any court of competent jurisdiction in the Commonwealth of Ohio. Should MAC PRODUCTIONS prefer formal legal process rather than arbitration or mediation, PARTNER agrees that the legal venue shall be the Cuyahoga County General District Court for disputes up to the court's subject matter jurisdictional amount in controversy, and for disputes greater than the Cuyahoga County, Ohio, General District Court's jurisdictional limit, the sole venue shall be the Cuyahoga County, Ohio, Circuit Court.

9.3 Severability. If all or part of any term or condition of this Agreement, or the application of any term or condition of this Agreement, is determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of the terms and conditions of this Agreement (other than those portions determined to be invalid or unenforceable) shall not be affected, and the remaining terms and conditions (or portions of terms or conditions) shall be valid and enforceable to the fullest extent permitted by law. If a judicial determination prevents the accomplishment of the purpose of this Agreement, the invalid term or condition (or portions of terms or conditions) shall be restated to conform with applicable law and to reflect as nearly as possible the original intention of the parties.

9.4 Waiver or Forbearance. Any delay or failure of either party to insist upon strict performance of any obligation under this Agreement or to exercise any right or remedy provided under this Agreement shall not be a waiver of that party's right to demand strict compliance, irrespective of the number or duration of any delay(s) or failure(s). No term or condition imposed on either party under this Agreement shall be waived and no breach by either party shall be excused unless that waiver or excuse of a breach has been put in writing and signed by both parties. No waiver in any instance of any right or remedy shall constitute waiver of any other right or remedy under this Agreement. No consent to or forbearance of any breach or substandard performance of any obligation under this Agreement shall constitute consent to modification or reduction of the other obligations or forbearance of any other breach.

9.5 Headings. The headings used in this Agreement are merely for reference. The headings have no independent legal meaning and impose no obligations or conditions on the parties.

9.6 Choice of Law. This Agreement shall be interpreted and governed by the laws of the Commonwealth of Ohio.

9.7 Indemnification. PARTNER agrees to defend and indemnify MAC PRODUCTIONS, the Providers for which PARTNER is engaged to perform Referral Services, and their respective stockholders, directors, officers, agents, and employees, against all claims, actions, demands, judgments, settlements, damages, liabilities, losses, and costs of any kind, including but not limited to reasonable fees of attorneys and experts, arising from or related to any of the following actions or omissions by the PARTNER or its officers, employees, contractors, or agents: (1) a negligent or wrongful act or omission; (2) a violation or infringement of any patent, trademark, copyright, trade secret, contract, or other right of any third party; (3) an unauthorized use or disclosure of Confidential Information; or (4) other breach of any of PARTNERS representations, warranties, or covenants under this Agreement; provided that MAC PRODUCTIONS shall (i) promptly notify PARTNER of each such claim when and as it comes to the attention of MAC PRODUCTIONS; (ii) cooperate with PARTNER in the defense and resolution of such claim; and (iii) not settle or otherwise dispose of such claim without PARTNERS prior written consent, such consent not to be unreasonably withheld.

9.8 Exclusive Liability. PARTNERS sole and exclusive remedy for a breach of this Agreement, or any other claim arising from this Agreement, shall be the compensation specified for Referral Services satisfactorily performed and approved and paid by the Providers, and reimbursement for pre-approved expenses actually incurred. PARTNER shall not have a right to recover indirect, consequential, incidental, special or exemplary damages from MAC PRODUCTIONS or its Providers for claims related to this Agreement.

9.9 Modifications of Agreement. MAC PRODUCTIONS reserves the right to amend and modify the terms and conditions of this Agreement, from time to time without prior notice. Any such amendments or modifications shall become effective immediately upon MAC Productions’ posting of a notice or a new version of the Agreement on Http://macproductions.net/Partner or on the PARTNERONE Control Panel unless another effective date is specified. Modifications may include changes in commission rates and payout structure, payment procedures, and PartnerOne Program rules. PARTNER reaffirms the Acceptance of this Agreement with MAC PRODUCTIONS, as modified, by PARTNERS continued participation in the PartnerOne Program. Such continued participation shall include, but not be limited to, continued use of ID-Encoded referrals, use of PARTNERONE Control Panel, and when accepting, endorsing or negotiating the monthly compensation payments issued and delivered by MAC PRODUCTIONS to the PARTNER.

9.10 Entire Agreement. This PARTNERONE Terms and Conditions Agreement, as stated herein and as amended or modified from time to time hereinafter, supersede any and all other agreements, either oral or in writing, between MAC PRODUCTIONS and the PARTNER with respect to the matters stated herein. This Agreement, including any and all other documents incorporated herein by reference, contains all of the covenants and agreements between the parties with respect thereto. The terms and conditions of this Agreement may be amended or modified by MAC PRODUCTIONS at any time. Any such amendments or modifications shall become effective immediately upon MAC Productions’ posting on the PARTNERONE Website unless another effective date is specified. Each and every PARTNERONE reaffirms the Acceptance of this Agreement with MAC PRODUCTIONS upon each and every occasion that the PARTNER exercises use of the Personal Website and, specifically, when the PARTNER endorses or negotiates the monthly compensation checks issued and delivered by MAC PRODUCTIONS to the PARTNER.

I HAVE READ AND UNDERSTAND THE TERMS CONDITIONS AND NOTICES OF THIS AGREEMENT. IN THE EVENT I DO NOT CHECK THE BOX INDICATING MY AGREEMENT TO THE TERMS AND CONDITIIONS, MY APPLICATION SHALL BE NULL, VOID AND OF NO EFFECT AND I WILL HAVE NO RIGHTS UNDER THE TERMS CONDITIONS AND NOTICES OF THIS AGREEMENT. I ACKNOWLEDGE THAT I KNOWINGLY ACCEPT AND AGREE TO BECOME LEGALLY BOUND BY THE TERMS AND CONDITIONS STATED HEREINABOVE. FURTHER, I ACKNOWLEDGE MY ACCEPTANCE BY PHYSICALLY CHECKING THE BOX INDICATING MY AGREEMENT TO THE TERMS AND CONDITIIONS, WHICH ALSO REPRESENTS MY "ELECTRONIC SIGNATURE" AFFIRMING MY ACCEPTANCE. ACTIVATION OF THIS CHECKBOX ALLOWS ME TO HAVE ACCESS TO THE INFORMATION ENTRY PAGE TO PROCEED WITH ENTRY OF THE REQUISITE DATA TO BECOME A PARTNERONE PARTNER FOR MAC PRODUCTIONS, SHOULD MAC PRODUCTIONS ACCEPT MY APPLICATION.

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