Affiliate Registration

Affiliate Program Agreement

This agreement is between Lion Fortress Credit, LLC, a Washington Limited Liability Corporation (“Lion Fortress”) and the Affiliate. The Affiliate shall mean the person or entity identified in the signature line of this agreement. This agreement contains the complete terms and conditions that apply to participation as an affiliate of the affiliate program of Lion Fortress.

1.     Definitions.

Brand Guide is defined as a document created and updated from time to time by Lion Fortress governing the composition, design, and general look-and-feel of their branding.

Commission Schedule is defined as a document Lion Fortress provides to Affiliates, and may amend from time to time at Lion Fortress’s sole discretion, detailing affiliate commissions.

Confidential Information, except as otherwise provided in this agreement, is defined as all information disclosed by Lion Fortress to the Affiliate, whether furnished before or after the date of this agreement and regardless of the manner in which it is furnished. Confidential Information includes, without limitation, any: performance, sales, financial, contractual, personnel, marketing information, ideas, technical data and concepts, formula, pattern, program, method, technique, process, design, business plan, business opportunity, customer list, prospective client list, lender list, personnel list or financial statement which derives independent economic value or commercial advantage, actual or potential, for not being generally known to the public or to the other persons who can obtain economic value from its disclosure or use and is subject to efforts that are reasonable under the circumstances to maintain its secrecy. This Confidential Information remains the exclusive property of Lion Fortress. Confidential Information does not include information that: (a) is now or subsequently becomes generally available to the public through no wrongful act or omission of the Recipient; (b) the Recipient can demonstrate to have had rightfully in its possession prior to disclosure to the Recipient by Lion Fortress; or (c) the Recipient rightfully obtains from a third party who has the right to transfer or disclose it.

Direct Lead is defined as a Potential Client the Affiliate has vetted and personally transfers to Lion Fortress to convert into a Sale.

Leads are defined as a term for Direct Leads and/or Link Leads, either singular or plural.

Link Lead is defined as a Potential Client that clicks through a legitimate link operated by the Affiliate that transfers them to Lion Fortress and clearly informs the potential client that they are seeking services and communication from Lion fortress for the purpose of credit repair.

Potential Client is defined as a person or business that has no previous affiliation or connection to Lion Fortress and who is directed to Lion Fortress as either a Direct Lead or a Link lead and is interested in engaging Lion Fortress for credit repair services.

Sale is defined as the moment that credit repair services have been fully rendered to a client by Lion Fortress and the client has fully paid Lion Fortress for said services, and the client was either a Direct Lead or a Link Lead generated by the Affiliate.

2.     Enrollment in the Affiliate Program. To become an affiliate, you must submit this signed agreement and any additional information required by Lion Fortress to vet you, your organization, or website, or to comply with state or federal laws. Lion Fortress will evaluate your application, organization, or website. Lion Fortress may reject you as an affiliate if it determines, in their sole discretion, that your business, organization, or website is unsuitable for the affiliate program.

3.     Marketing Materials. Lion Fortress will make available to Affiliates, and update from time to time, fliers, brochures, banner advertisements, button links, text links, and/or other graphic or textual material for display and use (“Marketing Materials”). Affiliate shall follow the Brand Guide in all use of Marketing Materials and with the Lion Fortress name, logo and brand generally. Affiliate shall promptly update any use of Lion Fortress Marketing Materials or use of the Lion Fortress name, logo, and brand to reflect any updates to the Brand Guide upon notification of said update. If seeking Link Leads, Affiliate shall display appropriate Marketing Materials on their website prominently and as Affiliate sees fit, provided that the manner of display must be subject to the terms and conditions of this agreement and the Brand Guide. Affiliates gathering Link Leads shall also include a link to Lion Fortress’s website, as specified by Lion Fortress in the way required to authenticate which affiliate the Link Lead came from.

4.     Marketing Practices. Affiliate shall not engage in any deceptive or fraudulent marketing practices. Any Leads, Potential Clients, or other data Affiliate provides to Lion Fortress must be obtained, collected, and compiled using methods that fully comply with all applicable state and federal laws and regulations.

a.     Telemarketing. Affiliate shall ensure that no Leads or other data on Potential Clients includes any records of those who have made an inquiry (as that term is used in the Telemarketing Sales Rule and any applicable laws) about credit repair services, sufficient to satisfy the requirements of an Established Business Relationship as defined in the Telemarketing Sales Rule), and that they have not subsequently requested to be added to Affiliate’s internal do-not-call list pursuant to the National Do Not Call Registry. Affiliate agrees not to share or market any data it provides to Lion Fortress with any other party that has any business, services, or pursuits similar with those of Lion Fortress. Affiliate shall maintain records, and shall supply such records to Lion Fortress upon request, evidencing that (a) it complies with the National Do Not Call Registry, (b) it maintains and complies with an internal do-not-call-list, and (c) relevant information about the Potential Client’s inquiry about services, such as e-mails, call logs, notes, IP addresses, and date/time stamps.

b.     E-mail Marketing. All Affiliate e-mail messages must comply with the CAN-SPAM Act and other applicable state and federal laws, rules and regulations. All Affiliate commercial e-mail messages must contain:

                                               i.     An unsubscribe link;

                                              ii.     A physical address;

                                             iii.     Clearly identify the message as an ad; and

                                             iv.     Clear “Subject” and “From” lines that are accurate and not misleading.

Affiliate may only provide Lion Fortress Leads from Potential Clients that have given affirmative Consent (as defined in the CAN SPAM Act and other applicable state laws) to receive third party commercial e-mail advertising messages regarding credit repair services and have not subsequently sent an unsubscribe request revoking this affirmative consent. Affiliate will fully comply with and respect opt-out and/or unsubscribe requests in a timely fashion. Affiliate shall maintain records, and shall supply such records to Lion Fortress upon request, evidencing (a) maintenance and compliance with a regularly updated list all unsubscribe requests in accordance with the CAN SPAM Act); the affirmative consent, such as the language used to obtain such consent to receive email, any applicable IP address(es), and the time and date stamps of such consent. Affiliate will further update Lion Fortress of any subsequent unsubscribe request or revocation of affirmative consent.

c.      Affiliate Identification. Affiliate shall clearly differentiate between the Affiliate and Lion Fortress in all marketing and advertisements. Affiliate shall not claim or indicate that they in any way represent or are acting on behalf of Lion Fortress. Affiliate shall ensure all Marketing Materials and advertisements comply with 16 C.F.R. Part 255, including ensuring every advertisement that includes Affiliates endorsement and/or personal experience with Lion Fortress contains a clear and conspicuous identification that Affiliate is either being paid or has received a promise of compensation in exchange for the endorsement.

5.     Term and Termination. This agreement commences when executed by all parties and ceases when terminated by either party. Either party may terminate this agreement for any days upon seven (7) days written notice to the other party. In the event that Affiliate materially breaches this agreement and Lion Fortress terminates this agreement within thirty (30) days of being notified of said breach, then any accrued and payable commissions owed to Affiliate are forfeited, and Lion Fortress will have no obligation to pay any amounts to Affiliate.

6.     Affiliate Commission. In exchange for each Sale, and for the Affiliate’s compliance with this agreement, Lion fortress shall pay Affiliate a commission in the amount specified in the Commission Schedule in effect at the time the Lead resulting in the Sale is provided by the Affiliate. Lion Fortress shall pay the commission within thirty (30) business days of the Sale. Affiliate waives their commission if they fail to adhere to the marketing practice requirements of this agreement, or in any way violates the law or otherwise misleads the Lead.

7.     Responsibility of Affiliate

a.     Affiliates must affirm for all Leads that they provide to Lion Fortress:

                                               i.     They have not given the Potential Client any advice or counsel that is untrue or misleading, or which upon the exercise of reasonable care should be known to be untrue or misleading;

                                              ii.     They have not made any statement or given any advice or counsel that is contrary to state or federal credit repair laws;

                                             iii.     They have not claimed or implied in any advertisement or statement to be contacting the Potential Client on behalf of Lion Fortress or claimed to themselves be a credit repair organization; and

                                             iv.     They have not claimed to be an agent of or speaking on behalf of Lion Fortress.

b.     Affiliates must affirm for every Direct Lead they provide Lion Fortress:

                                               i.     They have spoken with the Potential Client personally about their needs for credit repair;

                                              ii.     They have informed the Potential Client that Lion Fortress will be contacting them about the next steps in addressing their credit repair needs; and

                                             iii.     The Potential Client acknowledged that Lion Fortress will be contacting them and have expressed interested that Lion Fortress do so.

c.      Affiliates must affirm for every Link Lead they provide Lion Fortress:

                                               i.     They have not used deception, fraud, or malware to direct the Potential Client to Lion Fortress’s website.

8.     Audit. If the Affiliate believes they have not been paid for a Sale, they should request the status of the Lead they believe they have not received a commission for. If they do not receive a satisfactory response regarding a Sale, they may request an audit of their Leads. No more than twice in any twelve-month period, the Affiliate has the right, at its expense, upon thirty (30) business days written notice to inspect and audit the directly relevant books and records of Lion Fortress for the purpose of verifying any reports, information or payments due to Affiliate under this agreement. Any such audit shall be conducted by a firm of independent certified public accountants reasonably acceptable to Lion Fortress. In the event of any short fall is found and payment is made to the Affiliate which exceeds the Affiliate’s cost for the Auditor’s reporting and auditing, Lion Fortress shall reimburse the Affiliate for the reasonable fees of the accountants conducting the audit.

9.     Confidential Information. Affiliate, and all of Affiliate’s employees, agents, and representatives are required to sign a separate confidentiality agreement provided by Lion Fortress.

10.  License. Lion Fortress hereby grants to Affiliate a nonexclusive, nontransferable license to use the Marketing Materials as specified under the terms and conditions of this agreement. The term of the License expires upon the expiration or termination of this agreement.

11.  Intellectual Property. Lion Fortress retains all right, ownership, and interest in the Marketing Materials, and in any copyright, trademark, or other intellectual property in the Marketing Materials. Nothing in this agreement shall be construed to grant Affiliate any rights, ownership or interest in the Marketing Materials, or in the underlying intellectual property, other than those specified in this agreement.

12.  Relationship of the Parties. This agreement should not be construed to create any employment relationship, agency relationship, or partnership between Lion Fortress and Affiliate. Affiliate shall provide services for Lion Fortress as an independent contractor. Affiliate shall have no authority to bind Lion Fortress into any agreement, nor shall Affiliate be considered to be an agent of Lion Fortress in any respect.

13.  Indemnification. Affiliate shall indemnify Lion Fortress and hold harmless Lion Fortress against any claim, damage, lawsuit, action, complaint, or other costs arising directly or indirectly from any breach of Affiliate’s obligations and warranties as set forth in Section 4 or Section 7 above. Affiliate shall also indemnify and hold harmless Lion Fortress for any damage, loss or other cost arising out of the misuse by Affiliate of any Marketing Materials Lion Fortress provides.

14.  Limitation of Liability. Neither party will be liable to the other for any special, indirect, exemplary, punitive or consequential damages (for example, lost profits), even if the parties know about the possibility of these damages. Neither party will have any liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the control of that party. Except for cases involving fraud on the part of the Affiliate, no action, regardless of form, arising in connection with this agreement, will be brought against either party more than one (1) year after the date such cause of action first arises.

15.  Independent Contractors. This agreement does not create any employment relationship, agency relationship, or partnership between Lion Fortress and Affiliate. Affiliate shall provide services for Lion Fortress as an independent contractor. Affiliate shall have no authority to bind Lion Fortress into any agreement, nor shall Affiliate be considered to be an agent of Lion Fortress in any respect.

16.  Taxes. Lion Fortress is not responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Lion Fortress. Lion Fortress will not withhold any taxes from the commissions paid to Affiliate. Affiliate shall provide Lion Fortress with any information required to comply with any state or federal tax laws, rules, and regulations, if appropriate, such as for the issuing of 1099’s.

17.  Amendments. This agreement may be amended by Lion Fortress with thirty (30) days written notice. If Affiliate declines the amendment in writing, this agreement will terminate immediately.

18.  Governing Law. This agreement is governed and construed in accordance with the laws of the State of Washington.

19.  Entire Agreement. This agreement contains the entire agreement relative to the protection of information to be exchanged under it, and supersedes all prior to contemporaneous oral or written understandings or agreements regarding the issue. This Agreement may not be modified or amended, except in a written instrument executed by the parties.

20.  Headings. The headings in this agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision of it.

21.  No Agency. Nothing contained in this agreement grants to either party the right to make commitments of any kind or on behalf of any other party without the prior written consent of that other party.

22.  Assignment. This agreement may not be assigned or otherwise transferred by either party in whole or in part without the express prior written consent of the other party, which consent shall not unreasonably be withheld. This consent requirement does not apply in the event either party changes its corporate name, restructures, or merges with another corporation. This agreement benefits and is binding upon the successors and assignees of the parties.

Commission Schedule

Effective January 1, 2021

The current commissions for are listed below. Affiliates are paid as First Tier Affiliates on those sales that they directly generate. Affiliates are paid as Second Tier Affiliates on those sales that are generated by other affiliates that have signed up as affiliates under the affiliate being paid the second-tier commission.

First Tier Affiliates: $300

Second Tier Affiliates: $200