Please read and review the document presented below. By submitting this form, you agree that you have read and understand the documents, and agree to all the terms and conditions contained within them.
AFFILIATE AGREEMENT
This Affiliate Agreement (this "Agreement") is made and entered into as of this 25th day of May, 2013 ("Effective Date"), by and between Halo Credit Solutions, LLC having an address at One Allen Center, 700 Central Expy S, Suite 500, Allen, TX 75013 ("Halo"), and Your Name Your Address
RECITALS
WHEREAS, Halo is a credit repair company who purchases leads from lead vendors and markets credit repair services to consumers; and
WHEREAS, Affiliate is, among other things, an individual or company which provides credit repair leads; and
WHEREAS, Affiliate frequently speaks with consumers who are suited for credit repair and is seeking a way to transfer these leads to a credit repair company in exchange for payment for these transfers;
WHEREAS, Halo has expressed interest in paying for referrals from Affiliate that meet certain Halo criteria.
NOW, THEREFORE, the parties enter into this Agreement as follows:
AFFILIATE Responsibilities. Affiliate agrees to forward to Halo, as available, either (a) live telephone transfers; or (b) individual contact information which it receives from individuals ("Contacts") who (i) indicate an interest in credit repair, and accept Halo's Terms and Conditions, (ii) have opted-in or otherwise authorized Affiliate to forward their contact information to Halo.
Halo Responsibilities. Halo agrees to (i) provide Affiliate with detailed reporting during the term of this Agreement, no less frequently than once per month, setting forth the number of Client's transferred that meet the above listed criteria, (ii) pay to Affiliate the Fees, (iii) use reasonable efforts to communicate with each Contact shortly after receipt of the applicable Contact information, and (iv) charge its normal and customary fees to Contacts which become clients, and Halo will not increase its fees (directly or indirectly) for such clients due to or as a result of the services provided by Halo hereunder. In addition, Halo agrees not to sell, transfer, license, sublicense or otherwise disseminate any information gathered by Halo pursuant to this Agreement (including, without limitation, with respect to any Contact), except to the limited extent Halo is legally required to do so. In addition, Halo agrees that it will not use any Contact data for any unauthorized use including, but not limited to, unauthorized emails, chain letters, junk mail, "spamming", telephone solicitations in violation of any state or federal Do-Not-Call registry, or as a basis for any use or distribution lists to any person who has not given specific permission to be included in such a process. Halo further agrees not to use Contacts or any Contacts data to send any messages or materials that are unlawful, considered an act(s) against public policy, discrimination of any kind, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise constitute a criminal offense, give rise to civil liability or otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, or otherwise violate any applicable local, state, national or international law or regulation. Halo reserves the right to terminate this Agreement immediately and without notice, if it becomes aware or determines, in its sole discretion, that Halo is violating any of the foregoing guidelines.
Fees. Halo shall pay to Affiliate an amount equal to $100.00 for each Contact of a customer, in states where such payment is allowed by law, as described below (collectively, the "Fees"). The parties acknowledge that Contract referrals are limited based on the items described in Exhibit A. Halo shall owe Affiliate Fees for all Contacts who purchase Halo's credit repair services and remain in the service long enough to be put into "Processing" status. Processing status is defined as a customer who has made at least one payment to Halo following Halo performing the service of submitting credit report disputes on behalf of the Contact. The average time it takes a Contact to get Processing status is approximately two weeks. Halo shall pay Affiliate $50.00 after Halo has received the first payment from a Contact. Halo shall pay Affiliate an additional $50.00 after Halo receives the second payment from a Contact. In the event that Halo never receives the second payment from a Contract, Halo shall not be required to pay Affiliate the second $50 payment and only 50% of the Fees will have been deemed to be earned by Affiliate. All Fees earned by Affiliate during any Saturday through Friday of a given week during the Term shall be due and owing as of Friday of the subsequent week. To clarify, no payment is due until after the Contact has been put into Processing status. The Parties shall, as is the case with other disputes arising hereunder, be entitled to resolve any and all such disputes pursuant to Section 10 of this Agreement.
Affiliate shall also have the opportunity to introduce other affiliates to Halo. Halo shall pay to Affiliate an amount equal to $25.00 (the "Override") for each Contact where Halo paid the first $50 payment, in accordance with the terms listed herein above, to an affiliate introduced to Halo by Affiliate. Affiliate shall be eligible to receive the Override for every Contact introduced to Halo by an affiliate who was introduced to Halo by the Affiliate, where said Contact entered into Halo's credit repair program and remained long enough to be put into Processing status.
Contract Discount Coupon. Affiliate shall have the option, for each Contact Affiliate provides to Halo, to elect for Contact to receive a discount coupon (the "Discount Coupon") from Halo for an amount equal to Affiliates Fees set forth herein above. At the time Affiliate enrolls a Contact, Affiliate shall have the option to elect for that Contact to receive the Discount Coupon from Halo. Every Contact for whom Affiliate elects to receive the Discount Coupon will receive Halo's credit repair services for $99 off the full retail price, which shall be reflected in the removal of the Contact's final $99 payment to Halo. Affiliate understands and agrees that if Affiliate elects for a Contact to receive the Discount Coupon, Affiliate shall be foregoing any Fees earned on that Contact.
Term and Termination. The initial term of this Agreement will be one month (the "Initial Term"), beginning on the date set forth above. During the Initial Term, Halo may terminate this Agreement at any time, for any reason, by sending written notice to Affiliate as set forth in this Agreement. In the event of such termination, Halo shall only be required to pay for Fees earned through the scheduled end of the Initial Term. Unless this Agreement has been terminated as set forth above, this Agreement shall remain effective on a month to calendar month basis (each, a "Renewal Term") and shall be terminable by either party at any time by providing at least 30 days' written notice to the other party (collectively, with the Initial Term and each Renewal Term, the "Term"). Each Renewal Term shall be deemed to start as of the first day of a calendar month and end on the last day of such calendar month. Notwithstanding the foregoing, Halo shall be entitled to terminate this Agreement immediately upon written or electronic notice to Affiliate in the event Affiliate breaches any part of this Agreement.
Intellectual Property; Contact Information. All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and nothing herein shall be deemed to confer any rights to any intellectual property on the other party.
Confidentiality. Halo and Affiliate each agree to treat as confidential all confidential information of the other party, not to use such confidential information except as set forth herein and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the generality of the foregoing, each of the parties shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of confidential information disclosed to it by the other party under this Agreement, provided, however, that in no event shall such degree of care be less than reasonable in light of general industry practice. For purposes of clarity, all non-public information regarding Halo's business, the business of Halo's affiliates and licensors, Halo's network and Halo's methodology for creating and maintaining its network, shall be deemed to constitute confidential information of Halo protected under this Section 7. Notwithstanding the foregoing, neither party hereto shall have liability to the other with regard to any confidential information of the other which: (i) was in the public domain at the time it was disclosed or enters the public domain through no fault of the receiver; (ii) was known to the receiver, without restriction, at the time of disclosure as shown by the files of the receiver in existence at the time of disclosure; (iii) is disclosed with the prior, written approval of the discloser; (iv) was independently developed by the receiver without any use of such confidential information; (v) becomes known to the receiver, without restriction, from a source other than the discloser, without breach of this Agreement by receiver; or (vi) is disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body, provided, however, that the receiver shall provide prompt notice thereof to enable the discloser to seek a protective order to otherwise prevent such disclosure.
Warranties; Disclaimer. Each party warrants to the other party that all services provided by it hereunder will be performed in a professional manner consistent with industry practices and that each party has all rights and consents necessary to perform its services described herein. Neither Halo nor Affiliate, nor either party's employees, affiliates, agents, suppliers, third-party information providers, merchants, licensors nor the like (collectively, the "Disclaimer Parties") makes any other warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, or (b) as to the results that may be obtained by the other party on account of this Agreement.
Liability and Indemnification. Each party agrees to indemnify and hold harmless the other party and the other party's officers, directors, members, managers, shareholders, employees, attorneys, accountants, agents and subsidiaries from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any breach of any warranty, representation, covenant or agreement made by the indemnifying party in this Agreement. The foregoing indemnity is conditioned upon (a) prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnity is claimed, (b) complete control of the defense and settlement thereof by the indemnifying party, and (c) such reasonable cooperation by the indemnified party in the defense as the indemnifying party may request. EXCEPT AS EXPLICITLY SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DAMAGES, ARISING OUT OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Except for each party's indemnification obligations set forth in this Section 9, neither party shall be liable to the other party for any amounts in excess of the amount of Fees paid by Affiliate to Halo during the 90-day period immediately preceding the date on which the applicable claim arose.
Costs. Each party shall pay its own costs and expenses in connection with this Agreement.
Arbitration. Upon written request by either party that is submitted according to the applicable rules for arbitration, any claim, demand or cause of action, which arises out of or is related to this Agreement (collectively "Claims"), shall be resolved by binding arbitration to be held in the state of the party against whom arbitration is sought, in accordance with (i) the Federal Arbitration Act; (ii) the Code of Procedure ("Code") of the National Arbitration Forum ("Administrator" or "NAF"); and (iii) this Agreement, which shall control any inconsistency between it and the Code. The decision of an arbitrator on any Claims submitted to arbitration shall follow applicable substantive law and be in writing, setting forth the findings of fact and law and the reasons supporting the decision. Such decisions shall be final and binding upon the parties, subject to the right of appeal described below. Judgment upon any arbitration award may be entered in any court having jurisdiction. The arbitrator has exclusive authority to resolve any dispute relating to the applicability and enforceability of this Agreement, including the provisions of this Section 11. Either party shall have the right to appeal the appropriate court any errors of law in the decision rendered by the arbitrator. After a demand for arbitration is made, each party may conduct a limited number of depositions (including the production of documents) by mutual agreement or as permitted by the arbitrator.
Relationship of Parties; Marketing. The relationship between Halo and Affiliate under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, agent or representative of the other party for any purpose whatsoever. In addition, neither party shall use the name or logo of the other party in any marketing, promotional or other public initiatives without first obtaining the written consent of such other party.
Counterparts. This Agreement may be executed in counterparts and by facsimile, each of which shall constitute originals and all of which, when taken together, shall constitute the same original.
Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by either party other than to an entity acquiring substantially all of its business and assuming all of its obligations and liabilities.
Notice. Any notice provided for under this Agreement shall be deemed effective when delivered in person or upon receipt of a facsimile to the respective fax numbers listed on the signature page of this Agreement, or to such different facsimile number as either party may designate in writing to the other pursuant to this paragraph from time to time.
Force Majeure. Neither party shall be liable to the other party for failure or delay in performing its obligations hereunder (other than a failure to timely pay Fees) if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies or power.
Severability. If any provision of this Agreement is held to be unenforceable or invalid for any reason, the remaining provisions will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.
Non-Solicitation; Non-Competition. Neither party shall solicit the employees of the other party or any affiliates of the other party at any time during the term of this Agreement and for a period of 18 months following expiration or termination of this Agreement for any reason.
Non-Exclusivity; No Minimum; Relationship. Nothing herein shall (i) prevent Halo from engaging additional referral companies to perform services identical to those being performed by Affiliate hereunder, or (ii) be deemed to constitute a guaranty that Halo will receive a minimum number of Contacts during the term of this Agreement (it being understood that Contacts provided to Halo hereunder will not, during the Term, be forwarded to another credit repair company within 90 days of the date on which each such Contact was provided to Halo). Nothing in this Section 18 shall be construed to restrict or otherwise affect in any way Halo's relationship with any of its clients, and Halo retains full and sole discretion in respect of decisions regarding clients and credit repair services provided to clients.
Attorney's Fees. If any claim, legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement or because of a dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney's fees and other costs incurred in that claim, action or proceeding, in addition to any other relief to which such party may be entitled.
Entire Agreement and Amendments. This Agreement constitutes the entire agreement between the parties relating to this subject matter, and all prior negotiations and understandings, whether oral or written, are superseded. No modification or amendment of this Agreement shall be effective unless in writing and signed by the parties.
IN WITNESS HEREOF, the parties have executed this Agreement effective as of the Effective Date.
HALO CREDIT SOLUTIONS, LLC
By: _____________________________________________
Name: ___________________________________________
Title: __________________________________________
AFFILIATE: ______________________________________
By: _____________________________________________
Name: ___________________________________________
Title: __________________________________________
EXHIBIT A
State Exclusions:
Georgia
Maine
Mississippi
Oklahoma
South Carolina
Tennessee
Hours of Operation:
Holiday Closures:
New Years Day
Memorial Day
July 4th
Labor Day
Thanksgiving Day
Christmas Day
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