Halo Board Affiliate Program Agreement

Foreword

In order to be accepted by Halo Board to their Affiliate Program, it is important that affiliates both understand and agree to the terms and conditions we have provided herein.

Should you find the need to inquire on a certain point further prior to your application, please do not hesitate to reach out to our Program Manager, Kian at [email protected].

Best Regards,

The Halo
Board Team

Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in the Halo Board Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the haloboard.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer to Halo Board, and "you," "your," and "yours" refer to the affiliate.

 Affiliate Obligations

2.1.  To start getting you on board our affiliate program, you must complete and submit the online application at the refersion.com server. We reserve the right to reject your application at our sole discretion. We reserve the right to cancel your application if it is determined that your site is not suitable for our program, for reasons including but not limited to:

    2.1.1. Promotes violence of sexually explicit content.

    2.1.2.  Promotes discrimination based on sex, race, religion, nationality, disability, age, or sexual orientation

    2.1.3. Promotes any illegal activity

    2.1.4.  Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion

    2.1.5.  Contains software downloads that potentially enable diversions of commission from other affiliates in our program

    2.1.6.  Includes content which infringes or assists others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law

    2.1.7. Includes “Halo Board” or variations or misspellings thereof in its domain name.

2.2.  Affiliates should not be involved or charged with fraud or dishonesty.

2.3.  You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Halo Board or any other affiliated business.

2.4.  Affiliates must consent that no fees or payments will be made to any customers who are referred to Halo Board.

2.5.  As a member of the Halo Board Affiliate Program, you will have access to Affiliate Account. Here you will be able to review our Program’s details, download the HTML code (that provides for links to web pages within the haloboard.com web site), various creatives and browse and get tracking codes for specific deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

2.6.  Haloboard reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.7.  The maintenance and updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and notify you of any change that we feel should enhance your performance.

2.8.  It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other
intellectual property in violation of the law or any third-party rights.

2.9.  We strongly advise affiliates to stay compliant with the Federal Trade Commission (FTC) guidelines on testimonials and endorsements. All endorsements, reviews, testimonials on Halo Board products and services, as well as relationships
between other types of content websites (forums, blogs, microblogs, and other Social Media channels) and Halo Board must be clearly disclosed in a separate policy on the affiliate sites. FTC points out that “when there exists a connection between the endorser and the seller of the advertised product” it is imperative that such connection is “fully disclosed”. FTC deems the
relationship in an endorser-sponsor light and believes that the end user has the right to understand that one exists. We share the undergirding idea of this approach and strongly encourage our affiliates to adhere to the FTC’s rules. We also reserve the right to terminate the relationship with any non-compliant affiliates.

2.10.  If you decide to leave the affiliate program, you must remove the advertising graphics from your website.

2.11. Affiliates must have permission from Halo Board to use branded URLs.

Halo Board Rights and Obligations

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any change to your site that we feel should be made, or to make sure that your links to our web site are appropriate. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Halo Board Affiliate Program.

3.2. Halo Board reserves the right to terminate this Agreement and your participation in the Halo Board Affiliate Program immediately and without notice to you should you commit fraud in your use of the Halo Board Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Halo Board shall not be liable on paying you out any commission for such fraudulent sales.

3.3. Commissions can be changed at any time and the rate of commission is up to the discretion of Halo Board. Any affiliates who
are found to be fraudulent or gained commissions fraudulently could be subject to legal action and be removed from the program.

3.4. We will actively screen affiliates who send poor-quality traffic to us. We reserve the right to remove these affiliates.

3.5. This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.

Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

Modification

Halo Board reserves the right to amend, modify or change any of the terms and conditions at any time and without prior notice by posting the amended terms on this Website. The amended terms shall automatically be effective upon posting on our Website and by any continued access of our Website and/or making use of the services provided, you shall be deemed to have accepted these revised terms. You should therefore review these Terms and Conditions from time to time so that you will be aware of such amendments, modifications or change.

Payment

4.1. Halo Board uses a third party affiliate network, Refersion.com, to handle all of the tracking and payment. Kindly review the network’s payment terms and conditions.

4.2. Affiliates will be attributed with a conversion based on a last-click attribution model. This meaning that the affiliate website must be the last traffic source for the conversion. In the event that another website was the last source, the affiliate will not be rewarded for the conversion.

Promotion Restrictions

5.1. You are free to promote your own web sites but naturally, any promotion that mentions “Halo Board” could be perceived by the
public or the press as a joint effort. You should know that certain forms of advertising are prohibited by Halo Board. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Halo Board so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Halo Board so long as the newsgroup specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Halo Board. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Halo Board Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

5.2. Keyword "HALO" “HALO BOARD” must be set as a broad negative keyword across all PPC campaigns in search engines or in sponsored listings. Affiliates are strictly prohibited from bidding in their Pay-Per-Click campaigns on such branded keywords as Halo, Halo Board, haloboard.com, www.halo, www.haloboard.com, as well as any misspellings or variations of these - be it in "TM" or "TM+" manner. Affiliates are not allowed to use the term 'official' in any search content on their website. Failure to comply will result in immediate expulsion from our Affiliate Program, and forfeiture of all commissions. While we will do everything possible to contact the violating affiliate prior to banning them from our affiliate program, we reserve the right to expel any Trademark violator from our affiliate program without prior notice, and even on the first occurrence of such PPC bidding behavior.

5.3. Direct Linking is strictly prohibited. The use of a merchant's display URL on any PPC engine is strictly prohibited.

5.4. The use of 3rd party tracking pixels on our site is not allowed which also falls as one of the emerging requirements on Data Privacy Compliance.

5.5. Affiliates are strictly prohibited from promoting Halo Board through coupon sites. We reserve the right to expel any violator of this clause from our affiliate program without prior notice, even on the first occurrence of such promotional behavior.

5.6. Affiliates shall not earn commission for any personal sales whether through friends, neighbors, or family.

5.7. Affiliate shall not transmit any so-called “interstitials”, “ Parasiteware™”, “Parasitic Marketing”, “Shopping Assistance Application”, “Toolbar Installations and/or Add-ons”, “Browser Extensions”, “Shopping Wallets”, or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited haloboard.com website (i.e. no page from our site or any Halo Board content or branding is visible on the end-user’s screen. As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a through accidental or direct intent
causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer
initiated  click on a qualifying link on a web page or email; (b intercepts searches to redirect traffic through an installed software, thereby causing, pop-ups, commission tracking cookies to be put  in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines; (c set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop-ups that open haloboard.com website; (d targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than
those that are on web sites 100% owned by the owner of the application.

We take such violations very seriously and we will fully enforce our rights under this agreement.

Grant of Licenses

6.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Halo
Board Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Halo Board and the goodwill associated therewith will inure to the sole benefit of Halo Board.

6.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

Disclaimer

HALO BOARD MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING HALO BOARD SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF HALO BOARD ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Representations and Warranties

You represent and warrant that:

7.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

7.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to
perform your obligations under this Agreement, without the approval or consent of any other party;

7.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL HALO BOARD CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO
THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

Indemnification

You hereby agree to indemnify and hold harmless Halo Board, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i)
any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential", will remain the sole
property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

Miscellaneous

8.1. You agree that you are an Independent Contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Halo Board. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

8.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

8.3. This Agreement shall be governed by and interpreted in accordance with the Laws of the State of California without regard to the conflicts of laws and principles thereof. Any legal action or proceeding with respect to this Agreement or any document related shall be brought only in a United States District Court sitting within 50 miles of Los Angeles, California.

8.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

8.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

8.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

8.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

Happy Affiliate Marketing!

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Official Halo Board.