Terms And Conditions

thefreerent.comAffiliateMarketing Agreement Terms and Conditions

This Affiliate Marketing Agreement, herein referred to as (the "Agreement") is made and is effective by and between _____________, (“Affiliate”) and THEFREERENT.COM(“Company”). This Agreement shall be effective on the date stated below and shall remain in effect until terminated in accordance with the terms of this Agreement.

WHEREAS, Company wishes to expand its market by retaining Affiliate’s services, as an independent contractor to assist in and market Company’s Services defined in §3 below.

WHEREAS, Affiliatedesires to engage in providing certain services for the Company to market Company’s Services herein

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Parties’ Relationship. This Agreement does not create an employee/employer relationship between the parties herein. It is the parties’ intention that Affiliate will be operating independently with the Company and not an employee to the Company. Both parties understand that all services performed by Affiliate under this Agreement are performed as an Affiliate and shall not be construed as creating any joint employment relationship between Affiliate and the Company. Affiliate will not be subjected to Company’s payroll. Company will not provide any fringe benefits, including health insurance benefits, paid vacation, or any other employment benefits to Affiliate. Company will retain sole and absolute discretion over the manner and means of carrying out its activities and responsibilities pursuant to this Agreement. Affiliate understands and acknowledges that he/she shall be fully responsible for paying all applicable federal, state, county and city taxes, source deductions, and other levies, premiums, and any license requirements and fees related to Affiliate's earnings and activities Affiliates agrees that all commissions shall be reported on a 1099 IRS Form. All Affiliates are responsible for paying local, state, and federal taxes due from all commissions earned as an Affiliate of the Company. The Company is not responsible for withholding, and shall not withhold or deduct from an Affiliate’s commissions, if any, FICA or taxes of any kind, unless withholding becomes legally required.

2. Taxes. Affiliate shall pay, indemnify and hold harmless, Company from (i) any applicable sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on Affiliate’s income, and (ii) all government permit fees and similar fees which Affiliate may incur with respect to this Agreement. Such taxes, fees and duties paid by Affiliate shall not be considered a part of, a deduction from, or an offset against, payments due to Company hereunder.

3. Definitions:

a. “Services” shall mean any and all products, services and/or service packages that Company provides to its customers.

b. “New Customer” shall be defined as a person who completely and fully signed up for new service with Company.

c. "Unsolicited Faxes" or “Unsolicited Email” shall be mean the transmission via telephone facsimile or electronic mail, respectively, of any material or information marketing, advertising or promoting the Company’s Services, or any other aspect of the Company which is transmitted to any person, except that these terms do not include a fax or e-mail: (a) to any person with that person's prior express invitation or permission; or (b) to any person with whom the Affiliate has an established business or personal relationship.

d. “Intellectual Property” shall be defined as any property in respect to Company’s business name, trade name, service names, product names, logos, images, designs, marks, illustrations, work product, trade secrets and any information that is registered, or reserved thereof, under copyright, trademark or patent protections.

e. “Confidential Information” shall be defined and include, but not limited to, Company’s reports, sales volumes, forecasts, marketing and advertising strategies, techniques, and results, business plans, customer information, service product development, trade secrets and any other business related information. .

f. “Private Information” shall be definedas any information about an identifiable New Customer, including, but not limited to information relating to identity, nationality, age, gender, address, telephone number, email address, date of birth, marital status, education, employment information, income, medical history, medical condition, health care information, any health or medical related information or personal opinions.

4. Marketing Services. Subject to the terms and conditions of this Agreement, Companyhereby hires Affiliate as an independent contractor to market Company’s Services. In addition Companygrants Affiliate a non-transferable right to promote, market and solicit Company’s Services to New Customers. Affiliate shall collect any necessary Private Information from New Customers who wish to sign up with Company’s Services. Affiliate may market Company’s Services in the following methods below, but not limited to the follow thereof.

a. Media Advertising and Marketing: Affiliate shall use his or her’s marketing aids and support materials.Company reserves the right to review Affiliate’s marketing aids and support materials at any time. Any communications, whether it bemarketing suggestions, ideas, graphics, or other material, with the Company will be treated as non-confidential and non-proprietary. Anything Affiliate submits, transmits, or posts becomes the property of the Company and the Company is free to use any ideas, concepts, suggestions, graphics, photography, or know-how contained in any aids, materials or communication for any purpose whatsoever, whether commercial or noncommercial, without payment of any compensation to you.

b. Telemarketing:Affiliates shall beware of any FTC and FCC federal law and State laws with regards to “do not call” registry rules and regulations. Violations of such federal and state rules and regulations would subject to the Affiliate to both criminal and civil fines and penalties. In no event shall an Affiliate place telephone directory display marketing ads using the Company’s name or logo without Company’s expressed written consent. In the course of Affiliate’s telemarketing, Affiliate may not answer his or her’s telephone in any manner that would lead the caller to believe that he or she has reached corporate offices of the Company.

c. Web Sites: Affiliatesmay develop their own website, provided the Affiliate must use the text of the Company’s official website; and may not supplement the content of his or her website with text from any source other than the Company. Affiliates who develop or publish their own websites must register their site(s) with the Company and receive written approval from the Company prior to the site(s) public availability. The use of any other website or web page constitutes a material breach of this Agreement.

d. Domain Names and E-Mail Addresses: In no event shall an Affiliateuse or attempt to register any of Company’s Intellectual Property or any derivative thereof, for any Internet domain name or into any electronic mail address.

5. Advertising and Marketing Expenses: During the performances of Affiliate’s work, Affiliate agreement that he/she will be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. Affiliate is not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of Halo Beacon. Affiliate shall be responsible for obtaining all necessary licenses and permits and for applying for all applicable federal, state and municipal laws, codes and regulations in connection with Affiliate performance and services herein.

6. Compliance With Laws/Marketing Materials. Affiliate agrees to comply with all applicable federal and state rules and regulations with regard to marketing, business trade practices, consumer protection and privacy laws and the rules and regulations of any federal or state department or agency having jurisdiction over the activities of Affiliate collectively herein referred to as (“Rules”). In the event of any inconsistency between any provision of this Agreement and the Rules, the Rules shall govern. Affiliate hereby agrees to accept and abide by any amendments and revisions to the Rules. Affiliate will comply with all applicable international, national, state, regional and local laws and regulations in performing its duties hereunder and in any of its dealings with respect to Company’s Services. Affiliate shall use only those marketing and promotional materials that comply with the Rules and all United States, state, local and any other applicable laws or regulations.

7. Affiliate’s Representations and Warrantees. Affiliatewarrants and represents to the Company as follows;

a. Affiliate has the full power and authority to execute, deliver and perform this Agreement. This Agreement is valid, binding and enforceable against Affiliate in accordance with its terms and no provision requiring Affiliate's performance is in conflict with Affiliate's obligations under any charter or any other agreement (of whatever form or subject) to which Affiliate is a party or by which it is bound.

b. If other than a sole proprietorship, Affiliate is duly organized, authorized and in good standing under the laws of the state of its organization and is duly authorized to do business in all other states in which Affiliate's business make such authorization necessary or required.

c. Except as otherwise disclosed in writing by Affiliate to Company on or before the effectiveness of this Agreement, neither Affiliate, nor any principal has been subject to any (i) criminal conviction (excluding traffic misdemeanors or other petty offenses); (ii) bankruptcy filings; (iii) Internal Revenue Service liens; (iv) federal or state regulatory administrative or enforcement proceedings; or (v) restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices.

8. Affiliate’s Covenants. Affiliate will, at all times; (i) conduct business in a manner that reflects favorably at all times on Company’s Services and the good name, good will and reputation of Company; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Company, the Company’s Services or the public; (iii) make no false or misleading representations with regard to Company, the Company’s Services; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Company, the Company’s Services; (v) promote proper use of Company’s Services, and (v) make no representation, warranties or guarantees to New Customers with respect to the specifications, features or capabilities of the Company’s Services that are inconsistent with the literature or information distributed or advertized by Company on Company’s website.

9. Non-Exclusive Services. During the term of this Agreement, Affiliate, its principals and its affiliates -reserve the right to freely enter into any agreement(s) to solicit any other business activities or deals to 3rd parties, provided that such 3rd party agreement(s) or business engagement does not conflict with the terms and conditions set forth in this agreement.

10. Compensation. During any period of time in which this Agreement remains in full force and effect, Affiliate’s compensation shall be based on a thirty percent (30%) total monthly net revenue from New Customer’s Affiliate signs up for Company’s Services. Affiliate shall be paid after Company had collected monies from New Customers that have signed up through the Affiliate from the prior month. Such payments will be based on a contingency bases. Company is obligated to pay the Affiliate the amounts due to Affiliate under this Agreement if the New Customer has paid the Company in the prior month. If Company is not paid any amounts dues by the New Customer, Company has no duty or obligation to pay any corresponding monies to Affiliate.All compensation shall be paid and delivered to Affiliate via paper check or by direct deposit in Affiliate’s bank account. Method of payment shall be at Affiliate’s discretion. Affiliate shall have sixty (60) days from the receipt of any compensation to notice Company of any errors in payment of compensation. If Affiliate does not notify Company within the sixty (60) day time period, Affiliate shall be deemed to have accepted without question such compensation payment and may not in the future contest the amount it was paid or seek reimbursement for any discrepancies. Upon receipt of notice, Company shall have thirty (30) days to correct any errors.

11. Endorsements of Company’s Services or Program: Company’s Services is neither approved or endorse by any state, federal governmental or commercial agencies or entities. In no event shall any Affiliate represent or imply that Company’s Services has been approved, endorsed or otherwise by any federal or state governmental or commercial agency or entity.

12. Public News Media: In no event shall Affiliate respond to public news media inquiries, questions or concerns regarding Company’s Services or any aspect of the Company’s business operations. All such media inquiries, questions or concerns shall be immediately directed to the Company.

13. Rights to Intellectual Property: Nothing in this Agreement contained herein shall be implied or construed as creating, conveying, transferring, granting or conferring Affiliate ownership of Company’s Intellectual Property by having a right, license or authority to the ownership of Company’s Intellectual Property, except the limited licensed use of Company’s Intellectual Property. In no event an Affiliate shall use, reproduce, sale or distribute for profit any of Company's marketing and advertising events or speeches or Company's current or after acquired trademarks or any confusingly similar variations of its marks, in a manner that is likely to cause confusion, mistake, or deception as to the source of the services advertised. Affiliate agrees to immediately re-assign to the Company any registration of the Company names, trade names, trademarks, or Internet domain names registered or reserved in violation of this provision. The provisions of this section shall survive the termination of this Agreement.

a. Company, in its sole discretion, will determine whether a variation of its trademark is confusingly similar.

b. Distributors shall not use the Company’s marks in countries where the use of such marks is prohibited.

14. Limited Use License: Subject to the terms and conditions hereof, Company hereby designates and grants Affiliate for the term of this Agreement, a nonexclusive, nontransferable, non-perpetual, non-sublicensable limited license to use Company’s trade name, logos and any other marketing and advertising media materials for the sole purpose of marketing, advertising and soliciting Company’s Services. Affiliate shall not, directly or indirectly: (i) copy, distribute, reproduce, use, except as explicitly permitted under this Agreement; (ii) modify, adapt, translate, create derivative works based on Company’s Service; (iii) sub-license, sell, resell, lend, rent, lease, assign, distribute or otherwise transfer any of its rights to use Company’s Service; (v) remove, alter or obscure any applicable proprietary notices from Company’s Service or any other Companymarketing or advertising media materials furnished or made available hereunder; or (vii) publish or disclose to third parties any evaluation of Company’s Services without Company’s prior written consent. Thislimited use license granted under this Agreement is not a sale and does not transfer to Affiliate any title or ownership interest in or to Company’s Service and any other Company’s materials furnished or made available hereunder. All rights not expressly granted hereunder are exclusively reserved by and to Company, including all Intellectual Property.

15. Confidentiality: During the term of this Agreement, Company may find it desirable to share its Confidential Information with Affiliate for the purpose of facilitating the Affiliate’s efforts in marketing and advertising Company’s services herein. Affiliate shall maintain, the confidentiality of all Confidential Information received from the Company under this Agreement by using the same reasonable care and safeguards with respect to such Confidential Information as it would be used to maintain the confidentiality of Affiliate’s own information of like character. In no event shall Affiliate sell, exchange, transfer or disclosed to any third party or use such Confidential Information by Affiliate for any purpose except as expressly authorized in the Agreement. Affiliate shall be only authorized to disclose such Confidential Information if in the event such Confidential Information becomes public, or Affiliate is compelled to do so by state or federal law or court order. If in the event Affiliate is compelled to disclose such Confidential Information, Affiliate shall immediately notice Company prior to disclosure so Company make prepare proper defense.

16. Privacy of New Customers: From time to time during the performance of Affiliate’s duties herein, Affiliate will receive New Customer’s Private Information. Such Private Information shall be used for the sole purpose in opening and establishing a new accounts with the Company. Affiliate shall maintain, the privacy of all Private Information received from the New Customer during sign ups of new services by using the same reasonable care and safeguards with respect to such Private Information as it would be used to maintain the confidentiality of Affiliate’s own private information of like character. In no event shall Affiliate sell, exchange, transfer or disclosed to any third party or use such Private Information by Affiliate for any purpose except as expressly authorized in the Agreement. Affiliate shall be only authorized to disclose such Private formation if in the event such Private Information becomes public, or Affiliate is compelled to do so by state or federal law or court order. If in the event Affiliate is compelled to disclose such Confidential Information, Affiliate shall immediately notice Company prior to disclosure so Company may notice the New Customer.

17. Breach of Contract: If in the event Affiliate violates any of the terms and conditions set forth in this Agreement or conduct any illegal, fraudulent, deceptive or unethical business conduct, engage in any hostile or adverse action against Company, including but not limited to, filing a legal action, or the threat thereof shall constitute a breach of contract. In the event of such breach, Company reserve the right and its sole discretion to:

a. Issue a written warning allowing Affiliate to cure such breach.

b. Impose a fine, by offsetting any commissions due or become due to Affiliate.

c. Suspend Affiliate from the affiliate program for a certain time as the Company deems reasonable or terminate this Agreement immediately.

d. Pursue any legal or injunctive relief afforded to Company under applicable criminal and civil federal and state laws.

e. If in the event the Affiliate is suspended, any pay outs due to Affiliate will not be distributed to Affiliate is unsuspended from the affiliate program.

18. Indemnification: Customer shall indemnify and hold harmless,Companyfrom and against (i) any and all claims, actions, or proceedingsbrought by third parties, and (ii) all liabilities, damages,losses, and costs (including without limitation court costs andreasonable attorneys’ fees and fees of other professionals), in eachcase that arise out of (i) any breach of this Agreement by Affiliate (ii) relating to or based on the activities conducted by Affiliate, in the performance of his or her duties herein.

19. Limitation of Liability:

1. To the extent permitted by law, Affiliate agrees Company shall not be liable for and Affiliate’s actions and Affiliate shall waive all claims against Company for, any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by Affiliate as a result of:

a. Affiliate’s breach of this Agreement;

b. The improper marketing promotion, solicitation, representation, marketing or advertising of Company’s Services herein;
   i. If In the event Affiliate provides any outdated sale costs information to any New Customer, Affiliate shall pay the difference from Affiliate’s misrepresented sale costs and the actual sale costs. Differences shall be deducted from Affiliate’s commissions. Affiliates are responsible to keep up with all updated pricing information.

c. Any incorrect or wrong data or information provided by Affiliate to Company or,

2. Affiliate further releases Company, its affiliates from, all claims for consequential and exemplary damages. Affiliate further agrees to release Company, its affiliates from all liability arising from or relating to the promotion or operation of Affiliate’s performance and services herein and any activities related to it. (e.g., the presentation of Company’s services or business operations, the operation of a motor vehicle, the lease of meeting or training facilities etc.), and agree to indemnify and hold harmless, Company for any liability, fines, penalties or other awards arising from any unauthorized conduct that Affiliate undertakes during the performance of my services with regard to Company’s business.

20. Termination:
   a. Affiliate may terminate this Agreement at anytime without cause and without reason upon thirty (30) day written notice to Company.

   b. Company reserves the right to terminate the Agreement for cause or for convenience.

   c. In the event of termination, Company shall pay Affiliate all compensations incurred by Affiliate and paid by New Customers leading up and to the effective date of termination.

21. Notices: All notices, statements or other communication shall be deemed delivered under this Agreement when such communication has been delivered in person or sent via mail delivery or electronic delivery, maintaining physical or electronic record of its delivery to the addresses herein below.

22. No Waiver: The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled. From time to time we may continue certain services for the time being, whether you qualify for such services or not. The performance of such and to not terminate such services shall not constitute a waiver of any kind. The existence of any claim or cause of action of Affiliate against Company shall not constitute a defense to Company’s enforcement of any term or provision of the Agreement.

23. Force Majeure: Company shall not be responsible for any delay or failure in its performance hereunder shall be excused if and to the extent caused by the occurrence of a Force Majeure. For purposes of this Agreement, Force Majeure shall mean a cause or event that is not reasonably foreseeable or otherwise caused by or under the control of the party claiming Force Majeure, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage terrorism, vandalism. accident, restraint of government, governmental acts, injunctions, labor strikes and other like events that are beyond the reasonable anticipation and control of the Company, despite of Company’s reasonable efforts to prevent, avoid, delay, or mitigate the effect of such acts, events or occurrences, and which events or the effects thereof are not attributable to a Company’s failure to perform its obligations under this Agreement.

24. Assignment/Transfer: In no event shall Affiliate transfer, assign, convey or sub-licenses or otherwise transfer the rights or license granted hereunder, by operation of law or otherwise, without the prior written consent of Company. Company may freely assign or transfer this Agreement. This Agreement shall inure to the benefit of each party’s successors and permitted assigns.

25.Forum/Choice of Law. These terms and conditions are made under and shall be govern, construed and interpreted according to the laws of the State of California, without regard to its conflict of law principles. In the event a dispute arises between the parties with regard to compensation or discount incentives such disputes must be settled binding arbitration. In the event that this agreement is breached, the Company reserves the right to immediately seek litigation in thestate and federal courts of competent jurisdiction in the State of California.

26. Arbitration. In the event of dispute with regards to compensation and discount incentives between the parties herein, each party agrees to settlement their dispute in binding arbitration. In no event shall we be subject to any class action lawsuits. Arbitration shall be pursuant to and governed by the rules of the American Arbitration Association. An Arbitrator shall be mutually selected between the parties herein. The Arbitrator shall have the authority to award costs to whichever party he or she deems appropriate. The decision of the Arbitrator shall be final, conclusive and binding upon the parties hereto; and there shall be no appeal from the award of the arbitrators or arbitrator in accordance with the provisions of the court having appropriate jurisdiction. Costs for arbitration shall be equally split between the parties herein. In no event shall our monetary liabilities in any disputes arising out of this Agreement or our services shall exceed the total costs of the services rendered.

27. Limitations on Claims. If in the event an Affiliates wishes to bring an action against Company for any act or omission relating to or arising from this Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against Company for such act or omission. Affiliate waives all claims that any other statutes of limitations applies. The max liability Company shall be liable to Affiliate in the event of a legal action shall be no more the two hundred dollars ($200.00) per claim.

28. Severability. If any of the provisions herein are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the terms and conditions as a whole.

29. Counterparts/Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. The signatures to this Agreement may be evidenced by facsimile copies reflecting the party’s signature hereto, and any such facsimile copy shall be sufficient to evidence the signature of such party as if it were an original signature.

30. Entire Agreement; Binding Effect:

a. This Agreement, including all schedules, exhibits and attachments thereto, sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.

b. Notwithstanding any other provisions in this Agreement, the parties specifically agree and understand that this Agreement DOES supersede any existing agreement between Affiliate and Company.