HALOFIX USA Partner Affiliate Agreement

The HALOFIX USA Partner Program enables you to refer Residents and Heroes (independent home-services professionals) to the HALOFIX USA platform at halofixusa.com (the “Platform”) in exchange for commission payments on qualifying referrals. Your role and commission terms are set forth in the Partner Dashboard at halofixusa.com/dashboard/partner.

You and HALOFIX USA LLC expressly intend that you are an independent contractor, not an employee, agent, joint venturer, franchisee, or partner of HALOFIX USA LLC.

• No employer-employee relationship is created by this Agreement.
• You operate your referral activity under your own name or business name, at your own discretion as to means, methods, hours, and territories.
• HALOFIX USA LLC will not withhold federal, state, or local income tax, FICA, FUTA, or any other tax from commissions paid to you.
• You may refer to competing platforms; HALOFIX USA LLC may engage other Partners in your territory.
• You have no authority to bind HALOFIX USA LLC or hold yourself out as a HALOFIX USA LLC agent.

Commissions are paid per qualifying conversion at the rates published in the Partner Dashboard. HALOFIX USA LLC may modify commission rates upon thirty (30) days' prior notice delivered to the email address on file. Rate changes apply prospectively only.

A commission is earned only when a job booked through your referral link within 30 days of the click is completed and its payment is captured, and the 7-day commission hold has passed. Sign-ups and bookings alone earn nothing. Dispute awards, no-answer charges and inspection-only fees earn no commission.

How your commission is paid. HALOFIX USA LLC records each commission you earn in your Partner Dashboard and pays it through Stripe Connect once it becomes withdrawable. The minimum withdrawal balance is $50 USD.

HALOFIX USA LLC MAKES NO GUARANTEE OF MINIMUM REFERRALS, MINIMUM CONVERSIONS, OR MINIMUM EARNINGS. Commissions depend on Resident demand, Hero availability, service category, geography, and your referral activity.

Chargebacks / clawbacks: If a referred booking is refunded, charged back, or reversed for fraud, commission paid on that booking will be debited from your next payout. If your balance is insufficient, you agree to repay HALOFIX USA LLC within 30 days of written demand.

W-9. You will provide HALOFIX USA LLC with a current, correct, and complete IRS Form W-9 (Rev. March 2024 or the then-current revision) before HALOFIX USA LLC makes any payment to you.

Annual tax form. HALOFIX sends you your annual tax form (1099) if your payments reach the IRS reporting threshold.

Backup Withholding. If you fail to furnish a valid W-9, or if the IRS notifies HALOFIX USA LLC that the TIN you furnished is incorrect, HALOFIX USA LLC will withhold 24% of all payments to you as backup withholding as federal tax rules require.

You are solely responsible for reporting all commission income to federal, state, and local tax authorities. HALOFIX USA LLC does not provide tax advice.

You shall NOT:

1. Use unsolicited SMS or robocalls. Any SMS or telephonic referral solicitation must follow federal and Florida rules on texts, calls, and commercial email. You will indemnify HALOFIX USA LLC against any claim arising from your texts or calls (see Section 9).
2. Buy paid search ads for HALOFIX USA-branded keywords. You will not bid on “halofix”, “halofixusa”, “halofix usa”, or confusingly-similar variants in any paid placement.
3. Cookie stuff, falsely attribute traffic, or self-refer.
4. Misrepresent HALOFIX USA. You will not state or imply that you are a HALOFIX USA employee or that you can guarantee Hero pricing, warranties, or response times.
5. Use HALOFIX USA trademarks beyond fair use.
6. Refer minors or vulnerable adults or refer in trades / jurisdictions where HALOFIX USA is not authorized to operate.

Breach of this Section is grounds for immediate suspension under Section 7, forfeiture of unpaid commissions, and clawback of paid commissions attributable to non-compliant referrals.

You will keep all Resident, Hero, and HALOFIX USA LLC business information confidential and use it only as necessary to perform your Partner duties. You will not extract, scrape, or harvest Resident or Hero data from the Platform. You will not retain Resident or Hero contact information beyond what is reasonably necessary for the specific referral.

You will comply with all applicable data protection and privacy laws, including Florida and federal rules on data breaches, texts, calls, and commercial email.

This duty does not cover information that is public through no fault of yours, that you already knew before HALOFIX USA LLC gave it to you, or that a law or court order requires you to disclose (tell HALOFIX USA LLC first if you can).

Either party may terminate this Agreement at any time, with or without cause, upon seven (7) days' prior written notice delivered via email.

HALOFIX USA LLC may immediately suspend or terminate your Partner account without prior notice if you breach Section 5 or Section 6, if HALOFIX USA LLC reasonably suspects fraud, or if a regulator or platform partner (Twilio, Stripe) requires suspension.

Upon termination, accrued and unpaid commissions for completed conversions (post-refund-window) will be paid on the next scheduled payout cycle, UNLESS termination is for cause, in which case HALOFIX USA LLC may withhold pending commissions pending investigation. Sections 4, 8, 9, 10, 11, and 14 survive termination.

HALOFIX USA LLC owns all rights in HALOFIX USA trademarks, logos, copy, photographs, software, and Platform.HALOFIX USA LLC grants you a limited, revocable, non-exclusive, non-transferable, royalty-free license during the term of this Agreement to use HALOFIX USA LLC-supplied creative assets solely for the purpose of performing your Partner duties.

You will defend and cover HALOFIX USA LLC and its members, officers, employees and agents against claims, fines, settlements, costs and reasonable attorneys' fees that come from: your breach of this Agreement (especially Sections 5 and 6); your breaking of any law in your Partner activity; any claim, demand letter or class action about texts, emails or calls you sent; any claim that you misrepresented HALOFIX USA LLC or made promises you were not allowed to make; and your taxes or any backup-withholding shortfall. You do not cover HALOFIX USA LLC for the part of a claim caused by HALOFIX USA LLC's own negligence or misconduct. HALOFIX USA LLC tells you promptly about a claim and lets you take part in the defense.

Except for your indemnity, your breach of Section 6, and gross negligence or willful misconduct, neither party is liable to the other for indirect, incidental, consequential, special, exemplary or punitive damages, such as lost profits. HALOFIX USA LLC's total liability under this Agreement is limited to the greater of the commissions HALOFIX USA LLC paid you in the 12 months before the claim, or $100. This limit never reduces commissions HALOFIX USA LLC owes you for completed conversions (Section 3), except as Section 7 allows. The platform is provided “as is” and “as available”.

11.1 Informal Resolution. Before filing any claim, you and HALOFIX USA LLC will attempt to resolve the dispute informally. Send written notice to legal@halofixusa.com. The parties will attempt resolution within 30 days.

11.2 Arbitration. If not resolved, claims go to final, binding arbitration with the American Arbitration Association, before one arbitrator: under its Consumer Arbitration Rules if you are an individual or a one-person business, otherwise under its Commercial Arbitration Rules. The hearing is in Pinellas County, Florida, by phone or video, or in your home county if you ask. HALOFIX USA LLC pays the AAA filing, administration and arbitrator fees above the amount you would pay to file the same claim in court, unless the arbitrator decides your claim is frivolous.

11.3 No class actions. Claims are brought individually only.

11.5 Emergency court relief in Pinellas County for misuse of confidential information or IP infringement.

11.6 Florida law; courts in Pinellas County for anything not arbitrated. This Section does not change your independent-contractor status.

You consent to receive this Agreement, amendments, notices, and tax documents electronically.HALOFIX USA LLC retains a tamper-evident record of your acceptance including timestamp, IP address, user-agent, and the version-pinned text of this Agreement that you saw. Records are retained for the duration of your participation and, after it ends, for 7 years, or until you delete your account, whichever is first.

HALOFIX USA LLC may change this Agreement. It emails you the new version at least 30 days before a material change takes effect. Continuing in the Partner Program after that date means you accept it; if you do not agree, end this Agreement under Section 7 before that date, and your earned commissions are paid as Section 7 says. A change to Section 11 does not apply to a dispute you have already told HALOFIX USA LLC about, and you can reject it by emailing legal@halofixusa.com within 30 days of the notice.

• This Agreement, the Partner Terms, the Partner Privacy Policy and the HALOFIX USA Privacy Policy are the whole agreement.
• If any provision is unenforceable, the remaining provisions remain in force.
• No waiver is effective unless in writing signed by HALOFIX USA LLC.
• You may not assign this Agreement without HALOFIX USA LLC's prior written consent.
• Force majeure: neither party is liable for delays caused by acts of God, pandemic, government action, or events beyond reasonable control.