Affiliate Partner Agreement for Auravolt Energy

Affiliate Partner Agreement for Auravolt Energy

This Affiliate Partner Agreement ("Agreement") is entered into as of the date of execution (the "Effective Date") by and between Auravolt Energy ("Company"), a Texas corporation with its principal office located at 5758 Park Vista Circle, Suite 216, Fort Worth, Texas 76244, and ("Affiliate") residing at .

Whereas

The Company is engaged in the business of developing and selling solar energy units, battery storage systems, and related products that promote renewable energy and environmental sustainability.
The Company has established an affiliate program to expand its market reach by partnering with individuals and businesses who share a commitment to sustainability and the promotion of renewable energy solutions.
The Affiliate wishes to promote and market the Company's solar energy products and services as an independent affiliate to generate sales and referrals in exchange for commissions and bonuses as outlined in this Agreement.
Both Parties seek to engage in a mutually beneficial relationship where the Affiliate will promote the Company's products through lawful, ethical methods while contributing to the expansion of the Company’s market presence and supporting the global transition to sustainable energy.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, the Parties agree as follows:

1. Definitions

For the purposes of this Agreement, the following terms shall have the respective meanings set forth below:

Affiliate: An independent contractor who promotes and markets the products of Company in exchange for commissions and bonuses as described in this Agreement.
Affiliate Network: A structured group of Affiliates, including direct and downline affiliates, participating in the promotion and sales of the Company’s products.
Commission: The percentage or fixed amount of compensation the Affiliate receives for selling products or generating referrals, as outlined in Section 3 of this Agreement.
Company-Approved Marketing Materials: Marketing materials, including but not limited to brochures, social media posts, email templates, and other promotional tools provided or approved by the Company for use by the Affiliate in promoting the products.
Confidential Information: Any non-public information, including but not limited to business strategies, customer information, marketing plans, product pricing, financial data, and proprietary technology, disclosed by the Company to the Affiliate in the course of this Agreement.
Direct Sales: Sales generated by the Affiliate through their own efforts, not through the downline or sub-affiliates.
Downline: Affiliates recruited by the Affiliate who participate in the program and generate sales, upon which the Affiliate may earn commissions.
Intellectual Property: All trademarks, logos, copyrighted materials, and any other intellectual property owned or licensed by the Company.
Net Sales Price: The total amount received by the Company from the sale of its products, excluding taxes, shipping fees, discounts, and returns.
Term: The duration of this Agreement, commencing on the Effective Date and continuing unless terminated in accordance with the provisions of this Agreement.
Territory: The geographical region in which the Affiliate is authorized to promote and sell the Company’s products, if any such restrictions are specified.
Whereas: Statements in this Agreement that outline the shared understanding of the parties concerning their intent to engage in the partnership and the objectives of their relationship.

2. Responsibilities of the Affiliate

2.1 Promotion and Marketing

The Affiliate agrees to promote and market the Company’s solar energy products and services to potential customers through lawful, ethical, and professional methods. The Company will provide Affiliates with updated marketing materials at least once per quarter, including digital brochures, social media templates, and email campaigns. Additionally, the Company will offer quarterly training webinars and provide access to a dedicated Affiliate Support Team for assistance with marketing strategies and product information. Affiliates must use only Company-approved marketing materials.

2.2 Sales and Referrals

The Affiliate will make every effort to generate sales and referrals in line with the Company’s marketing objectives. Affiliates must prioritize product sales over downline recruitment to maintain compliance with Federal Trade Commission (FTC) guidelines.

2.3 Recruitment

The Affiliate may recruit new participants into the program but must comply with the Company’s guidelines, ensuring that sales remain the primary source of income. Recruitment must focus on inviting solar energy professionals, businesses, and eco-conscious consumers to become part of the network.

2.4 Enrollment Fee

As part of the Affiliate's participation in the Company Affiliate Program, the Affiliate agrees to pay a one-time enrollment fee of $500. This fee grants the Affiliate access to the Company’s marketing materials, training resources, and other tools necessary to promote and sell Company products and services.

The enrollment fee is non-refundable and must be paid upon execution of this Agreement. Failure to submit the fee may result in delays in access to resources or termination of this Agreement before activation.

3. Commissions and Payment

3.1 Commission Structure

The Affiliate will earn commissions based on the sale of the Company’s solar energy units. The commissions shown below are for each 10KWH package. If the solar energy unit falls below 10KWH, the commission will be based upon each transaction. The commission structure is as follows:

Level 1 (Direct Sales): 50% of the total commission per unit sold, amounting to $1250.
Level 2 (Second Tier): 30% of the total commission per unit sold by affiliates recruited by the Affiliate, amounting to $750.
Level 3 (Third Tier): 15% of the total commission per unit sold by affiliates two levels down from the Affiliate, amounting to $375.
Incentive Pool: 5% of total sales for performance-based bonuses, distributed quarterly based on specific performance metrics.
Recruitment Fee Commission: Affiliates will earn 50% of the enrollment fee paid by new Affiliates they recruit into the program, with the following breakdown:

Level 1 (Direct Recruitment): $125 per new Affiliate.
Level 2 (Second Tier Recruitment): $37.50 per new Affiliate recruited by Level 1 affiliates.
Level 3 (Third Tier Recruitment): $18.75 per new Affiliate recruited by Level 2 affiliates.
Enrollment Fee Reductions: If the enrollment fee is reduced as part of a promotion or discount, the commission for the recruitment fee will also be reduced proportionally. For example, if the enrollment fee is discounted by 20%, the commission for Level 1 recruitment would be $100, for Level 2 recruitment would be $30, and for Level 3 recruitment would be $15.

3.2 Bonus Structure

In addition to commissions, the Affiliate may qualify for the following bonuses:

Quarterly Bonuses: $5000 for top-performing affiliates each quarter based on sales volume. Bonuses will be calculated at the end of each quarter based on confirmed sales data. Affiliates must be in good standing and maintain an active status in the program to qualify for bonuses. Bonus payments will be disbursed within 30 days following the end of the quarter.
Annual Bonuses: $10,000 for the top affiliate team leader at the end of the year based on total sales.
Team Performance Bonuses: An additional $2000 for teams that sell 50 units and $4000 for teams that sell 100 units in a month.
Luxury Vacation Bonus: Affiliates who average at least one sale per month for the year will qualify for an all-expenses-paid luxury vacation valued at $2500.

3.3 Payment Terms

Initial commissions will be remitted in the accounting period following the completion of the installation of the unit and acceptance by the funding entity. This typically means that commissions will be processed in the next monthly accounting cycle after installation is confirmed. The final commission will be processed 8 weeks following the installation of the unit. The Company will notify the Affiliate once the installation has been completed and accepted by the funding entity. Commission payments will generally be made monthly based on this timeline, except where additional delays may arise from Force Majeure events (see Section 16).

Payment Methods: Payments will be made via ACH transfers.
Affiliates must complete and submit a W-9 form to receive payments.

3.4 Compensation for Commercial Systems

Compensation for sales of commercial solar energy systems will be handled on a case-by-case basis. The commission or bonus structure for such systems will be determined based on the final system configuration and the terms of the sale, including but not limited to system size, complexity, and any applicable custom agreements. Payment for commercial system sales will be issued after the final system installation and receipt of the full sale price by the Company.

4. Tracking and Reporting

The Company will provide Affiliates with access to an online dashboard, which will be updated in real-time with data on sales performance, commissions, downline activity, and performance bonuses. Monthly reports will be generated and made available to Affiliates by the 5th business day of each month. The Company will ensure the dashboard is accessible 24/7, except during scheduled maintenance periods or Force Majeure events, as outlined in Section 16.3.

The Company will notify Affiliates at least 48 hours in advance of any scheduled maintenance, which will be performed during non-peak hours whenever possible to minimize disruption.

In the case of events beyond the Company’s control, including but not limited to acts of God, natural disasters, power outages, internet disruptions, cyber-attacks, or any other circumstances that prevent access to the dashboard, the Company will make reasonable efforts to restore service as quickly as possible. The Company shall not be held liable for any delays, disruptions, or loss of data resulting from such events.

5. Term and Termination

5.1 Term

This Agreement shall commence on the Effective Date and continue indefinitely unless terminated by either party in accordance with this Section.

5.2 Termination for Cause

The Company may terminate this Agreement immediately if the Affiliate engages in any of the following actions:

Failure to meet minimum sales thresholds: Affiliates are required to achieve at least $10,000 in direct sales of Company products within any three-month rolling period. Failure to meet this threshold for three consecutive months may result in termination.
Use of deceptive or misleading marketing practices: The Affiliate must adhere to ethical marketing practices as outlined by the Company and comply with all applicable laws and regulations.
Unauthorized disclosure or use of confidential information: The Affiliate must protect and keep confidential all proprietary information provided by the Company, as outlined in the Confidentiality section.
Other conduct: Any other actions or behavior that damages the reputation or business interests of Company.

5.3 Termination Without Cause

Either party may terminate this Agreement without cause by providing 30 days’ written notice to the other party.

5.4 Effect of Termination

Upon termination of this Agreement, the Affiliate will cease all promotional activities related to the Company’s products and return any marketing materials provided by the Company. The Affiliate will receive all commissions for sales made prior to termination.

6. Compliance and Confidentiality

6.1 FTC Compliance

The Affiliate acknowledges and agrees to comply with all applicable laws and regulations, including FTC guidelines, to avoid any perception of operating a pyramid scheme. Sales of Company products must remain the primary focus of the Affiliate’s activities. Affiliates are also required to comply with all Prohibited Acts outlined in Section 11. The Company will provide regular updates to Affiliates on any changes to FTC guidelines and other applicable regulations, and offer compliance training at least twice a year to ensure that Affiliates understand and adhere to legal marketing standards.

6.2 Confidential Information

The Affiliate agrees to keep confidential any and all information provided by the Company, including but not limited to marketing strategies, customer information, and sales data. This confidentiality obligation remains in effect during the term of this Agreement and for two years after termination.

7. Intellectual Property

7.1 Use of Trademarks

The Affiliate is granted a non-exclusive, non-transferable, revocable license to use the Company’s trademarks, logos, and promotional materials solely for the purpose of promoting and selling the Company’s products in accordance with this Agreement. Affiliates are strictly prohibited from modifying any Company-provided marketing materials, including logos, trademarks, and product descriptions, without prior written approval from the Company. Any unauthorized use or alteration of the Company's intellectual property may result in immediate termination of the Affiliate's agreement.

7.2 Ownership

All intellectual property rights, including but not limited to trademarks, logos, and copyrighted materials, remain the exclusive property of the Company. The Affiliate agrees not to use or register any trademarks or other intellectual property that could cause confusion with the Company’s brands.

8. Independent Contractor Relationship

8.1 Independent Contractor Status

The Affiliate acknowledges that they are an independent contractor and not an employee, agent, or legal representative of the Company. Whether the Affiliate is an individual or a business entity, they are solely responsible for the management and operation of their business, including all associated costs and liabilities. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or franchise relationship between the Parties.

8.2 Business Entity as Affiliate

If the Affiliate is a business entity (such as a corporation, limited liability company, or partnership), the following provisions apply:

Ownership Disclosure: The Affiliate must provide a list of the entity’s owners and any controlling parties to the Company upon execution of this Agreement.
Managing Member or Representative: The business entity must designate a Managing Member or an authorized representative who will act as the primary point of contact and decision-maker on behalf of the entity. This individual will be responsible for ensuring the entity's compliance with the terms of this Agreement.
Changes in Business Structure: The Affiliate must notify the Company of any material changes in the entity’s ownership, structure, or governance, including changes in the Managing Member or controlling parties.

8.3 No Authority to Bind

The Affiliate (whether an individual or a business entity) shall have no authority to bind, commit, or represent the Company in any contract, agreement, or other obligations with any third party. The Affiliate may not enter into any binding agreements or make any representations, guarantees, or warranties on behalf of the Company without the express written consent of the Company.

8.4 Responsibility for Taxes and Benefits

As an independent contractor, the Affiliate is solely responsible for the payment of all taxes, including income taxes, self-employment taxes, and any other taxes required under local, state, and federal law. The Affiliate is not entitled to receive any benefits that the Company offers its employees, including but not limited to health insurance, pension plans, workers' compensation, or unemployment insurance.

For business entities, it is the entity’s responsibility to ensure that all applicable taxes are paid, and any employees or agents hired by the entity are properly compensated and have any required benefits as mandated by law.

8.5 Control Over Work

The Affiliate has the exclusive right to determine the manner, method, and means by which they perform the services outlined in this Agreement, subject only to the terms and conditions of this Agreement. The Company may provide guidelines, marketing strategies, and training materials, but the Affiliate retains full control over the day-to-day operations of their business.

For business entities, the Managing Member or authorized representative is responsible for the control and oversight of the entity's operations as they relate to this Agreement.

8.6 Expenses and Equipment

The Affiliate is responsible for providing their own equipment, supplies, and other resources necessary to perform the obligations under this Agreement. The Company will not reimburse the Affiliate for any expenses incurred in the performance of this Agreement unless explicitly agreed upon in writing.

For business entities, all operational expenses, including employee salaries, benefits, taxes, and other liabilities, are the sole responsibility of the entity.

8.7 No Employee-Employer Relationship

This Agreement does not create an employee-employer relationship between the Affiliate and the Company. The Affiliate is responsible for any and all actions undertaken in connection with this Agreement and agrees to indemnify and hold harmless the Company from any and all claims, liabilities, damages, or expenses arising from their performance under this Agreement. For business entities, the entity is responsible for the actions of its officers, agents, and employees and agrees to indemnify and hold harmless the Company from any claims arising from the entity's operations.

8.8 Non-Exclusivity

The Affiliate is free to engage in other business activities or promote other products or services, provided that such activities do not directly compete with the products of the Company or violate the terms of this Agreement. However, the Affiliate must comply with all the Company’s policies and procedures regarding the promotion of Company products and services.

8.9 Compliance with Laws

The Affiliate (whether an individual or business entity) shall comply with all applicable laws and regulations, including tax laws, employment laws, and other local, state, and federal regulations governing independent contractors. The Affiliate is solely responsible for any legal or financial obligations arising from their business activities.

For business entities, it is the entity's responsibility to ensure compliance with all applicable corporate, tax, and employment laws governing its operations and the performance of this Agreement.

9. Dispute Resolution

9.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

9.2 Mediation and Arbitration

In the event of any dispute arising under this Agreement, including but not limited to disputes regarding commission payments, sales tracking, or the interpretation of this Agreement, the parties agree to first attempt to resolve the dispute through mediation. Mediation will take place within 30 days of a written notice of dispute, and both parties will participate in good faith.

If mediation fails, the parties agree to submit the dispute to binding arbitration in Tarrant County, Texas, in accordance with the rules of the American Arbitration Association. The arbitration decision shall be final and binding upon the parties, and judgment may be entered on the arbitration award in any court having jurisdiction.

9.3 Disputes Regarding Affiliate Sales

In the event of a dispute concerning the tracking of sales, payment of commissions, or performance metrics for bonuses, the Affiliate must submit a written notice detailing the nature of the dispute to the Company within 30 days of the occurrence of the disputed event. The Company will investigate the dispute and respond in writing within 30 days of receiving the notice.

If the Affiliate disagrees with the Company’s findings, the dispute may be escalated to mediation as described above. Failure to submit a dispute notice within the 30-day period will result in the Affiliate waiving the right to dispute the sales or commissions in question.

10. Modifications to Materials, Training, and Resources

The Company reserves the right to modify, update, or discontinue any materials, training programs, or resources provided to Affiliates at any time, at the Company’s sole discretion. This includes, but is not limited to, marketing materials, promotional tools, training sessions, product information, and compliance guidelines.

The Company will make reasonable efforts to notify Affiliates in advance of any significant changes to such materials or resources. Affiliates are responsible for ensuring they are using the most up-to-date materials and following the latest training and guidelines provided by the Company. Failure to comply with updated materials or training requirements may result in termination of this Agreement as outlined in the Termination section.

11. Prohibited Acts

The Affiliate agrees to refrain from engaging in any of the following prohibited acts while participating in the Company Affiliate Program. Affiliates are responsible for ensuring they are using the most current materials, training, and guidelines provided by the Company, as outlined in Section 10. Violation of this section may result in immediate termination of this Agreement and forfeiture of any outstanding commissions or bonuses.

11.1 False or Misleading Representations

The Affiliate shall not make false, misleading, or deceptive representations about the Company, its products, services, or the Affiliate Program. All claims made in promotional materials must comply with the Company’s approved guidelines and the Federal Trade Commission (FTC) regulations.

11.2 Unauthorized Use of Intellectual Property

The Affiliate is prohibited from using any trademarks, logos, or marketing materials owned by the Company in any way that has not been explicitly authorized by the Company. The Affiliate may not modify or alter Company-provided materials or create derivative works without prior written approval from the Company.

11.3 Spamming or Unsolicited Communications

The Affiliate is prohibited from engaging in spamming or sending unsolicited communications, including emails, messages, or advertisements, in connection with promoting the Company’s products. All communications must comply with applicable laws, including the CAN-SPAM Act.

11.4 Engaging in Fraudulent or Unethical Behavior

The Affiliate shall not engage in any fraudulent, unethical, or illegal activities, including but not limited to:

Creating fake sales or referrals to inflate commissions or bonuses.
Falsely representing customer information, downline members, or the Affiliate’s own identity.
Manipulating or falsifying sales reports or performance data.

11.5 Competing Activities

The Affiliate shall not promote, market, or sell any products or services that directly compete with the Company’s offerings without prior written consent from the Company. This includes promoting competing solar energy products or services to potential customers or downline members.

11.6 Violating Confidentiality Obligations

The Affiliate must maintain confidentiality as outlined in Section 6.2 of this Agreement. Any unauthorized disclosure of confidential information, including marketing strategies, customer information, or product details, is strictly prohibited.

11.7 Non-Compliance with Applicable Laws

The Affiliate shall not violate any applicable local, state, or federal laws, including but not limited to laws governing advertising, consumer protection, tax obligations, and independent contractor regulations.

12. Representations and Warranties

12.1 Affiliate Representations and Warranties

The Affiliate represents and warrants the following:

Authority: The Affiliate has the full legal right, power, and authority to enter into and perform this Agreement. If the Affiliate is a business entity, the entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction.
Compliance with Laws: The Affiliate agrees to comply with all applicable laws, regulations, and rules, including but not limited to tax obligations, independent contractor laws, FTC guidelines, and advertising regulations.
No Prior Violations: The Affiliate represents that they have not been involved in any activity or have had any agreements terminated for violations of laws or unethical business practices in connection with affiliate or network marketing.
Accuracy of Information: All information provided by the Affiliate to the Company, including but not limited to personal, business, and financial information, is accurate, complete, and up-to-date. The Affiliate agrees to promptly notify the Company of any changes to such information.

12.2 Company Representations and Warranties

The Company represents and warrants the following:

Authority: The Company has the full legal right, power, and authority to enter into and perform this Agreement. The Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction.
Compliance with Laws: The Company will comply with all applicable laws, rules, and regulations in connection with its obligations under this Agreement.
Product Availability and Quality: The Company represents that its products are available for sale and meet the quality standards as described in the Company’s marketing materials.
Provision of Resources: The Company agrees to provide the Affiliate with accurate and lawful marketing materials, resources, and training necessary to promote the Company’s products and services in compliance with applicable laws and regulations.

12.3 No Warranty of Success

The Company makes no representations or warranties regarding the success or results that the Affiliate may achieve under this Agreement. The Affiliate acknowledges that their success depends on individual efforts, market conditions, and other factors beyond the control of the Company.

13. Indemnification

13.1 Affiliate Indemnification of Company

The Affiliate agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and affiliates, from and against any and all claims, liabilities, damages, losses, expenses, or costs (including reasonable attorney’s fees) arising out of or related to:

Any breach of this Agreement by the Affiliate, including but not limited to violations of the representations, warranties, and obligations outlined in this Agreement.
The Affiliate's violation of any law or regulation, including but not limited to tax laws, FTC guidelines, and advertising laws.
The Affiliate's negligence or willful misconduct in performing their obligations under this Agreement.
Third-party claims related to the Affiliate’s promotional activities or marketing of Company products, including but not limited to claims of false advertising, trademark infringement, or privacy violations.

13.2 Company Indemnification of Affiliate

The Company agrees to indemnify, defend, and hold harmless the Affiliate, its officers, directors, employees, agents, and affiliates, from and against any and all claims, liabilities, damages, losses, expenses, or costs (including reasonable attorney’s fees) arising out of or related to:

Any breach of this Agreement by the Company, including but not limited to violations of the representations, warranties, and obligations outlined in this Agreement.
Claims of product liability or defects in the solar energy units, battery storage systems, or related products sold by the Company.
Third-party claims related to the intellectual property provided by the Company to the Affiliate for promotional use, including trademark or copyright infringement claims, provided the Affiliate's use of the materials complied with the terms of this Agreement.

13.3 Conditions of Indemnification

As a condition of indemnification:

The indemnified party must promptly notify the indemnifying party of any claim or demand made by a third party for which indemnification is sought.
The indemnifying party shall have the right to control the defense and settlement of any such claim, provided that the indemnified party may participate in the defense at its own expense.
The indemnified party agrees to reasonably cooperate in the defense of the claim.

14. Limitation of Liability

14.1 No Liability for Consequential or Indirect Damages

Except for obligations to make payments under this Agreement, liability for indemnification, breach of confidentiality, or infringement of intellectual property rights, neither the Company nor the Affiliate shall be liable for any consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, including lost profits or revenues, arising out of or relating to this Agreement, regardless of whether such damages were foreseeable or whether either party has been advised of the possibility of such damages.

14.2 Liability Cap

Except for liability arising from indemnification obligations, breaches of confidentiality, or infringement of intellectual property, the total liability of either party for any claims arising out of or relating to this Agreement shall not exceed the total amount paid or payable to the Affiliate under this Agreement during the preceding twelve (12) months.

15. Insurance

15.1 Affiliate Insurance Obligations

During the Term of this Agreement, and for a period of one (1) year thereafter, the Affiliate shall, at its own expense, maintain and carry in full force and effect insurance coverage appropriate for their business. This may include but is not limited to:

General liability insurance
Professional liability insurance (errors and omissions)
Workers' compensation insurance (if applicable)

The Affiliate agrees to provide the Company with certificates of insurance or evidence of such insurance upon request. Failure to maintain the required insurance or provide proof of insurance upon request may result in the suspension of payments or termination of this Agreement by the Company. The Affiliate will be provided a 30-day grace period to submit proof of insurance or correct any deficiencies after receiving a written notice from the Company. If the Affiliate fails to provide the required documentation within this period, the Company reserves the right to suspend payments or terminate this Agreement.

15.2 Compliance with Insurance Requirements

Failure to maintain the required insurance or provide proof of insurance upon request may result in the suspension of payments or termination of this Agreement by the Company.

16. Miscellaneous

16.1 Further Assurances

Upon a Party's reasonable request, the other Party shall, at its sole cost and expense, execute and deliver all such further documents and instruments and take all such further acts necessary to give full effect to this Agreement and the transactions contemplated hereunder.

16.2 Notices

Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") in writing and addressed to the other Party at its address set forth in the signature block of this Agreement (or to such other address that the receiving Party may designate from time to time). Each Party shall deliver all Notices by personal delivery, a nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving Party and (b) if the Party giving the Notice has complied with the requirements of this Section.

16.3 Force Majeure

Neither Party shall be liable for failure to perform its obligations hereunder due to causes beyond its reasonable control, including but not limited to strikes, lockouts, labor difficulties, machinery breakdowns, fires, floods, acts of God, acts of terrorism, war, civil unrest, or government regulations. This includes any service disruptions related to the online dashboard or tracking tools used by Affiliates, which may be temporarily unavailable during such events. The affected Party shall notify the other Party and make reasonable efforts to mitigate the impact of such events.

16.4 Binding Effect

All rights and obligations under this Agreement shall inure to the benefit of, and be binding upon, the respective successors and permitted assigns of the Parties hereto. This Agreement may not be assigned by the Affiliate without the prior written consent of the Company.

16.5 Non-Waiver

Either Party’s failure to enforce any of the terms or conditions of this Agreement or to exercise any right or privilege shall not be construed to be a waiver of any other terms, conditions, rights, or privileges, whether of a similar or different nature.

16.6 Applicable Law and Venue

This Agreement, including all exhibits, schedules, attachments, and appendices, shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without giving effect to principles of conflicts of laws. Any disputes arising out of this Agreement shall be enforceable exclusively in the courts of Tarrant County, Texas, and the Parties irrevocably submit to the jurisdiction of such courts.

16.7 Headings

The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

16.8 Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

16.9 Amendment and Modification

No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

16.10 Waiver

No waiver under this Agreement is effective unless it is in writing and signed by an authorized representative of the Party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion.

17. Changes to the Agreement

The Company reserves the right to modify, amend, or update this Agreement at any time at its sole discretion. Such changes will be effective immediately upon being updated on the Company’s official website or any other communication platform utilized by the Company. It is the responsibility of the Affiliate to regularly review the Agreement for any modifications. Continued participation in the Company Affiliate Program after any changes constitutes acceptance of the modified Agreement.

18. Entire Agreement

This Agreement, together with any exhibits, schedules, or appendices attached hereto, constitutes the entire understanding and agreement between the Company and the Affiliate with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

Both parties acknowledge that they have not entered into this Agreement based on any representations, warranties, or promises other than those expressly set forth in this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Affiliate Partner Agreement as of the Effective Date.

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