REFERRAL PARTNER PROGRAM — TERMS AND CONDITIONS
OM CONSULTING ENGINEERS GROUP LLC ("OMC")
Effective Date: January 1, 2026
PLEASE READ THESE TERMS AND CONDITIONS ("AGREEMENT") CAREFULLY BEFORE ACCESSING OR USING THE OMC REFERRAL PARTNER PORTAL ("PORTAL"). BY CLICKING "I AGREE AND ACCEPT," ACCESSING THE PORTAL, OR PARTICIPATING IN THE OMC REFERRAL PROGRAM IN ANY MANNER, YOU ("PARTNER") ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY ALL TERMS OF THIS AGREEMENT.
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1. ACCEPTANCE OF TERMS
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1.1 This Agreement constitutes a legally binding contract between you (the "Partner") and OM Consulting Engineers Group LLC, a limited liability company organized under the laws of the State of New Jersey ("OMC," "Company," "we," "us," or "our").
1.2 OMC reserves the right to modify, amend, or replace these Terms at any time, with or without notice. Continued use of the Portal following any modification constitutes acceptance of the revised Terms. It is Partner's responsibility to review these Terms periodically.
1.3 If you do not agree to any portion of these Terms, you must immediately cease all use of the Portal and discontinue participation in the OMC Referral Program.
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2. PROGRAM DESCRIPTION
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2.1 The OMC Referral Program ("Program") is a discretionary business development initiative through which OMC may, at its sole and absolute discretion, compensate Partners who introduce qualified prospects that result in awarded and paid engineering engagements.
2.2 Participation in the Program does not create any employment relationship, partnership, joint venture, agency, franchise, or fiduciary relationship between Partner and OMC. Partner is an independent third party with no authority to bind, represent, or act on behalf of OMC in any capacity.
2.3 OMC reserves the right to accept, reject, modify, suspend, or terminate the Program or any individual participation at any time, for any reason or no reason, with or without notice and without liability of any kind.
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3. REFERRAL SUBMISSION AND ELIGIBILITY
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3.1 A referral is deemed submitted only upon successful entry into the Portal and assignment of an OMC Referral ID. Verbal introductions, informal communications, email introductions outside the Portal, or third-party representations do not constitute valid referrals under this Program.
3.2 OMC makes no representation, warranty, or guarantee that any submitted referral will result in a project award, executed contract, or compensation of any kind to Partner.
3.3 OMC retains sole and absolute discretion to determine whether a submitted contact qualifies as a valid referral, whether the contact was already known to OMC, whether a prior relationship existed, and whether any referral reward is owed.
3.4 In the event of any dispute regarding referral eligibility, project attribution, or reward entitlement, OMC's determination shall be final, binding, and non-appealable.
3.5 Partner represents and warrants that all information submitted through the Portal is accurate, complete, and lawfully obtained. Partner shall not submit referrals using deceptive, misleading, or unlawful means.
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4. COMPENSATION — NO GUARANTEE
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4.1 REFERRAL REWARDS ARE NOT GUARANTEED. Rewards are contingent solely upon: (a) OMC being formally awarded a signed engineering contract with the referred prospect; (b) OMC completing the contracted scope of work; AND (c) OMC actually receiving full or partial payment from the client.
4.2 No reward shall be owed or payable to Partner for any referral where OMC does not receive payment, regardless of whether a contract was awarded or work was performed.
4.3 In cases of partial payment, OMC's reward obligation shall be calculated only on amounts actually collected, not on contracted or invoiced amounts.
4.4 Reward rates, tier structures, and percentage allocations are set at OMC's sole discretion and are subject to change at any time without prior notice. Rates displayed in the Portal at time of submission are estimates only and do not constitute a binding commitment by OMC.
4.5 OMC reserves the right to apply a custom reward rate, reduce, withhold, or forfeit any reward at its sole discretion in cases including but not limited to: client disputes, project cancellations, chargebacks, force majeure events, project scope reductions, or any situation OMC deems appropriate.
4.6 Lifetime reward participation (Upto 3% of collected fees on repeat engagements) is a program benefit extended at OMC's ongoing discretion and may be modified or terminated at any time without liability.
4.7 All rewards are subject to applicable federal, state, and local tax laws. Partner is solely responsible for all tax obligations arising from rewards received. OMC shall issue IRS Form 1099-NEC where required by law.
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5. CONFIDENTIALITY
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5.1 The existence, terms, and operation of this Program are strictly confidential. Partner agrees not to disclose the existence of any referral arrangement, fee-sharing agreement, or compensation structure to any prospect, client, or third party.
5.2 Partner shall not represent to any prospect that they are acting as an agent, broker, or representative of OMC, or that any compensation will influence OMC's professional recommendations or engineering judgments.
5.3 OMC's client relationships, project information, business strategies, fee structures, and internal operations disclosed through the Portal are proprietary and confidential. Partner agrees to maintain strict confidentiality and not to disclose, copy, or misuse such information.
5.4 Breach of confidentiality obligations shall result in immediate termination of Partner's participation and may subject Partner to legal action for damages.
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6. NO WARRANTIES — DISCLAIMER
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6.1 THE PORTAL AND THE PROGRAM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
6.2 OMC EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR UNINTERRUPTED ACCESS.
6.3 OMC DOES NOT WARRANT THAT: (a) THE PORTAL WILL BE ERROR-FREE OR CONTINUOUSLY AVAILABLE; (b) REFERRAL SUBMISSIONS WILL BE RECEIVED OR PROCESSED; (c) ANY REWARD CALCULATION DISPLAYED IS FINAL OR BINDING; OR (d) THE PROGRAM WILL CONTINUE IN ITS CURRENT FORM FOR ANY PERIOD OF TIME.
6.4 Partner assumes all risk associated with use of the Portal and participation in the Program.
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7. LIMITATION OF LIABILITY
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7.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OMC AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, AND SUCCESSORS SHALL NOT BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR ANY:
(a) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
(b) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS;
(c) DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF PORTAL DATA;
(d) DAMAGES ARISING FROM PROGRAM MODIFICATION, SUSPENSION, OR TERMINATION;
(e) ANY OTHER DAMAGES ARISING FROM USE OR INABILITY TO USE THE PORTAL OR PROGRAM.
7.2 IN NO EVENT SHALL OMC'S TOTAL CUMULATIVE LIABILITY TO PARTNER EXCEED THE TOTAL AMOUNT OF REWARDS ACTUALLY PAID BY OMC TO PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
7.3 The limitations in this Section apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if OMC has been advised of the possibility of such damages.
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8. INDEMNIFICATION
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8.1 Partner agrees to indemnify, defend, and hold harmless OMC, its members, managers, officers, employees, agents, contractors, and affiliates from and against any and all claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to:
(a) Partner's use of the Portal or participation in the Program;
(b) Partner's violation of any provision of this Agreement;
(c) Partner's violation of any applicable law, regulation, or third-party right;
(d) Any false, inaccurate, or misleading representation made by Partner to any prospect, client, or third party;
(e) Any unauthorized disclosure of Program terms, compensation arrangements, or confidential OMC information;
(f) Any claim by a prospect or client arising from Partner's conduct in connection with the Program.
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9. INTELLECTUAL PROPERTY
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9.1 All content, design, software, trademarks, service marks, logos (including the OMC logo and StructureShield™ mark), and proprietary materials within the Portal are the exclusive property of OMC and are protected by applicable intellectual property laws.
9.2 Partner is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Portal solely for the purpose of submitting referrals under this Program. No other rights are granted.
9.3 Partner shall not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any OMC intellectual property without prior written consent.
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10. DATA AND PRIVACY
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10.1 Partner consents to OMC collecting, storing, and using information submitted through the Portal, including personal information and tax data, for the purposes of operating the Program, processing rewards, and fulfilling tax reporting obligations.
10.2 Partner represents that any prospect information submitted has been obtained lawfully and that submission does not violate any applicable privacy law, professional ethical rule, or contractual obligation.
10.3 OMC does not sell Partner data to third parties. Data may be shared with tax authorities, legal counsel, and service providers as required by law or to operate the Program.
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11. TERMINATION
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11.1 OMC may terminate Partner's access to the Portal and participation in the Program immediately, with or without cause, with or without notice, and without any liability or obligation to pay pending or future rewards.
11.2 Upon termination, Partner's right to submit referrals and earn future rewards shall immediately cease. Rewards for projects already paid by clients prior to termination shall be evaluated at OMC's sole discretion.
11.3 Partner may terminate participation at any time by ceasing use of the Portal. Termination does not entitle Partner to any pending, unpaid, or future rewards.
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12. DISPUTE RESOLUTION
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12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law principles.
12.2 Any dispute, claim, or controversy arising from or relating to this Agreement or the Program shall be resolved exclusively through binding arbitration administered in Hudson County, New Jersey, in accordance with the rules of the American Arbitration Association (AAA).
12.3 Partner expressly waives any right to a jury trial and any right to participate in any class action, class arbitration, or representative proceeding.
12.4 Notwithstanding the foregoing, OMC may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
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13. GENERAL PROVISIONS
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13.1 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Partner and OMC with respect to the Program and supersedes all prior and contemporaneous agreements, representations, and understandings.
13.2 SEVERABILITY. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
13.3 NO WAIVER. OMC's failure to enforce any provision shall not constitute a waiver of its right to enforce such provision in the future.
13.4 NO ASSIGNMENT. Partner may not assign, transfer, or delegate any rights or obligations under this Agreement without OMC's prior written consent. OMC may freely assign this Agreement.
13.5 FORCE MAJEURE. OMC shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, or infrastructure failures.
13.6 RELATIONSHIP. Nothing in this Agreement creates any employment, partnership, agency, or joint venture relationship. Partner is not authorized to make any representation, warranty, or commitment on behalf of OMC.
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CONTACT
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OM Consulting Engineers Group LLC
New Jersey · New York · Pennsylvania
Email: referral@omconsultants.us
Web: www.omconsultants.us
By clicking "I Agree and Accept" below, you confirm that you have read this Agreement in its entirety, understand its terms, and agree to be legally bound by it.