Partner Referral Agreement

1. Parties

This Partner Referral Agreement (“Agreement”) is entered into between:

• GMC Protect (“the Company”), operated by Tagan Labs LLC, 30 N Gould St, STE R, Sheridan, Wyoming 82801, USA (info@taganlabs.com)
• The Partner (“you”), the individual or entity accepting this Agreement

By accepting this Agreement, you confirm that you have the authority to enter into this arrangement on behalf of yourself or your organisation.

2. Services

GMC Protect provides Google Merchant Center compliance services to ecommerce businesses, including:

• GMC Fix — One-time service to resolve Google Merchant Center suspensions and policy violations
• GMC Protect — Ongoing subscription service providing continuous monitoring, compliance maintenance, and protection against future suspensions

3. Partner Role

GMC Protect generates and acquires client leads. As a Partner, you will be assigned clients by GMC Protect to deliver agreed services on behalf of the Company. Your role is limited to service delivery for clients assigned to you through the Partner dashboard.

All client acquisition, pricing, payment collection, and client relationship ownership are handled exclusively by GMC Protect. You will communicate with assigned clients regarding service matters only as directed.

You are not an employee, agent, or legal representative of GMC Protect. This Agreement does not create a joint venture, partnership, or employment relationship.

4. Revenue Share

For each client assigned to you who becomes a paying customer of GMC Protect, you will receive:

• 50% of GMC Fix revenue — Paid once the client has paid in full for the Fix service
• 50% of GMC Protect subscription revenue — Paid monthly for as long as the client remains an active subscriber

Revenue share is calculated on the net amount received by GMC Protect (after payment processing fees and any applicable taxes). GMC Protect reserves the right to adjust pricing on a per-deal basis; your share will always be calculated on the agreed contract terms visible in your Partner dashboard.

5. Payment Terms

• Fix payouts are made once the client payment has cleared and the service is complete
• Protect subscription payouts are made monthly, after the client's subscription payment has cleared
• Payments will be made via bank transfer to the account details you provide in your Partner profile
• You are responsible for providing accurate and up-to-date payment details
• All amounts are in GBP (£) unless otherwise agreed in writing

6. Client Ownership

All clients referred through this programme are and remain clients of GMC Protect. You acknowledge that:

• The client relationship, contracts, and service agreements are between the client and GMC Protect
• GMC Protect owns all client data, communication history, and service records
• You have no independent claim to the client relationship beyond the revenue share outlined in this Agreement

7. Non-Compete & Non-Solicitation

During the term of this Agreement and for 12 months following its termination:

• You will not offer competing Google Merchant Center fix or protection services directly to any client referred through or introduced via GMC Protect
• You will not directly or indirectly solicit, contact, or approach GMC Protect clients for any services without prior written permission from GMC Protect
• You will not encourage or assist any GMC Protect client to terminate their relationship with GMC Protect

This does not restrict your general business activities unrelated to GMC Protect clients.

8. Confidentiality

You agree to keep confidential all non-public information relating to GMC Protect's business operations, pricing structures, client lists, and internal processes. This obligation survives termination of this Agreement.

9. Termination

• Either party may terminate this Agreement by providing 30 days' written notice
• GMC Protect may terminate immediately in cases of breach, fraud, or conduct harmful to the Company's reputation
• Upon termination, all payment obligations cease immediately and no further revenue share will be paid
• The non-compete, non-solicitation, and confidentiality clauses survive termination

10. Limitation of Liability

GMC Protect is not liable for any indirect, incidental, or consequential damages arising from this Agreement. Our total liability under this Agreement is limited to the total revenue share payments made to you in the preceding 3 months.

11. Governing Law

This Agreement is governed by the laws of the State of Wyoming, USA. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of the State of Wyoming.

12. Amendments

GMC Protect reserves the right to amend this Agreement with 30 days' notice. Continued use of the Partner platform after the notice period constitutes acceptance of the amended terms.