Authorized Affiliate Agreement
This Authorized Affiliate Agreement (the “Agreement”) is made effective as of the parties execution date below. This agreement shall consist of the entire agreement by and between HomeLife Financial Solutions, LLC dba MyBusinessCreditCoach.com (the “Company”) a California Limited Liability Company and (the “Affiliate”) for participation in the Company’s affiliate program.
Affiliate wishes to include certain materials promoting Company and Company services.
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
1. Promotional Materials. Company shall make available to Affiliate certain marketing and promotional materials. Affiliate may display the Promotional Materials on Affiliate’s website, through email, on social media pages, or in other mediums as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement.
2. Use of Promotional Materials. The Affiliate’s use and display of the Promotional Materials shall conform to the following terms, conditions and specifications:
a. Affiliate may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
b. Affiliate may only use the Promotional Materials for the purpose of promoting Company’s product and services.
c. Affiliate will not alter, add to, subtract from, or modify the Promotional Materials as they are prepared by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such modification.
3. License. Company hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
4. Intellectual Property. Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
5. Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership
between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.
a. In exchange for Affiliate’s display of the Promotional Materials, for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, and for enrolling and referring business to Company, the Company shall pay to Affiliate a commission (the "Commission") per client they enroll or refer to Company’s services/ programs. This commission scale is subject to change by the Company at any time. Notification to Affiliate of any change in commission structure will be given by Company at the email address on hand for the Affiliate.
b. Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period shall be rectified by Company within 14 days of discovering such discrepancy.
c. In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions.
7. Affiliate’s Representations and Warranties. Affiliate represents and warrants the following:
a. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
b. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section
c. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or intellectual property therein.
d. Affiliate will not publish or otherwise distribute any advertising materials that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s products and services as specified in this Agreement.
8. Indemnification. Affiliate and Company shall indemnify and hold harmless one another from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach or misrepresentation of this agreement, or warranties set forth in Section 7 above. Affiliate shall also indemnify and harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
9. Confidentiality. Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.
a. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to Section 10.
b. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
11. Taxes. Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.
12. Limitation of Liability. Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs Affiliated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or Affiliated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
13. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
14. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
15. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
16. Entire Agreement. This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements.