HALOFIX USA Partner Affiliate Agreement

The HALOFIX USA Partner Program enables you to refer Residents (homeowners) and Heroes (independent home-services contractors) to the HALOFIX USA marketplace 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.

Commissions accrue when a qualifying conversion event occurs and the 14-day Resident refund window has expired. Payouts are made via Stripe Connect ACH; minimum withdrawal balance is$50 USD. HALOFIX USA LLC is not a money transmitter, fiduciary, or licensed payment intermediary — funds held pending payout are commercial payment-hold balances awaiting payout instructions.

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.

1099-K (Marketplace). To the extent commissions paid to you constitute “third-party network transactions” under 26 U.S.C. § 6050W, HALOFIX USA LLC (or its payment processor) will issue IRS Form 1099-K to you if your annual gross payments exceed $20,000 and 200 transactions in a calendar year (the dual threshold reinstated by Section 70432 of the One Big Beautiful Bill Act of 2025, retroactive to TY2022).

1099-NEC (Non-Marketplace). For payments not processed through the HALOFIX USA marketplace platform (e.g., flat referral bonuses, B2B contract payments), HALOFIX USA LLC will issue IRS Form 1099-NEC if annual aggregate payments exceed $2,000 for payments made after December 31, 2025 (OBBBA Section 70433 amending IRC § 6041(a)).

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 pursuant to IRC § 3406.

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 comply with the federal Telephone Consumer Protection Act (47 U.S.C. § 227), the Florida Telephone Solicitation Act (FL Stat. § 501.059), and the federal CAN-SPAM Act (15 U.S.C. §§ 7701-7713). Violations of TCPA and FTSA carry statutory damages of $500 to $1,500 per message, which you will indemnify HALOFIX USA LLC against (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 the Florida Information Protection Act (FL Stat. § 501.171), the Telephone Consumer Protection Act, the Florida Telephone Solicitation Act, and CAN-SPAM. To the extent you process data of California residents in connection with the Partner Program, the California Consumer Privacy Act / California Privacy Rights Act applies.

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, indemnify, and hold harmless HALOFIX USA LLC, its officers, directors, members, employees, agents, and affiliates from and against any and all claims, demands, actions, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

1. Your breach of this Agreement, including Section 5 (Prohibited Practices) or Section 6 (Confidentiality).
2. Your violation of any law or regulation in connection with your Partner activity, including TCPA, FTSA, CAN-SPAM, FCRA, or any state consumer-protection statute.
3. Any TCPA, FTSA, or CAN-SPAM class action, demand letter, or settlement arising from your SMS, email, or call activity.
4. Any claim that you misrepresented HALOFIX USA LLC or made unauthorized promises.
5. Your tax obligations and any backup-withholding deficiency, penalty, or interest.

Except for (i) your indemnification obligations under Section 9, (ii) your breach of Section 6 (Confidentiality), and (iii) gross negligence or willful misconduct, in no event will either party be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, data, business, or goodwill, even if advised of the possibility of such damages.

HALOFIX USA LLC'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL COMMISSIONS PAID BY HALOFIX USA LLC TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

The Platform is provided “AS-IS” and “AS-AVAILABLE”. HALOFIX USA LLC disclaims all warranties, express or implied.

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 Binding Arbitration. If the parties cannot resolve the dispute informally within 30 days, all claims arising out of or relating to this Agreement or the Partner Program will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will be conducted by a single arbitrator in Pinellas County, Florida.

11.3 Class Action Waiver. You and HALOFIX USA LLC each waive the right to participate as a plaintiff or class member in any purported class, collective, representative, or private-attorney-general action. Claims will be brought in an individual capacity only.

11.5 Exception. Either party may seek emergency injunctive relief in any court of competent jurisdiction in Pinellas County, Florida, for misuse of Confidential Information, IP infringement, or violation of Section 5.

11.6 Governing Law. This Agreement is governed by Florida law without regard to conflict-of-laws rules. Exclusive venue for non-arbitrable matters: state and federal courts in Pinellas County, Florida.

You consent to receive this Agreement, amendments, notices, and tax documents (including 1099-K and 1099-NEC) 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, and will email a countersigned copy within 24 hours of acceptance. Records are retained for the duration of your participation plus seven (7) years post-termination.

HALOFIX USA LLC may modify this Agreement at any time. Material modifications take effect 30 days afterHALOFIX USA LLC emails the new version to your address on file. Continued use of the Partner Program after the effective date constitutes acceptance.

• This Agreement, the HALOFIX USA Privacy Policy, and the published Partner Program Rules constitute the entire 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.