CREDIT REPAIR CLOUD AFFILIATE AGREEMENT

As a Credit Repair Cloud Affiliate, You have the opportunity to earn money from (i) commissions for Credit Repair Cloud accounts that You sell to other users. This Agreement sets forth Your rights and obligations as a Credit Repair Cloud Affiliate.

BY CLICKING “I AGREE” YOU INDICATE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND YOU WILL BE BOUND BY ITS TERMS.

1. PARTIES. All references to “Credit Repair Cloud” or “Company” herein mean and refer to Daniel A. Rosen, Inc, doing business as Credit Repair Cloud, and Daniel A. Rosen, Inc’s owner(s), parent company(ies), affiliate entities, and employees, and assigns. All references to “Affiliate” “You” and “Your” mean and refer to that Credit Repair Cloud Affiliate who has executed this Agreement by clicking “I Agree.” Credit Repair Cloud and You are each referred to herein as a “Party,” and collectively as the “Parties.”

2. INDEPENDENT CONTRACTOR. Affiliate’s services provided to Company are to be performed as an independent contractor with the customary and usual independence associated therewith and Affiliate shall not be deemed to be an employee of Company or to have the authority to enter into any contract on behalf of Company or to otherwise bind Company to any agreement unless expressly authorized in writing to do so. Affiliate shall not direct the work of any employee of Company, make any management decisions, or undertake to commit Company to any course of action in relation to any third party without Company’s written delegation or as provided in this Agreement. Contractor will receive an IRS 1099 statement and other related tax statements and shall be responsible for, and agrees to make any required payments of, income, social security, self-employment and other taxes, government financed disability or other similar coverage, incurred by Contractor. Contractor shall have no claim against the Company for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.

3. TERM AND TERMINATION. The term of this Agreement shall commence on the date You click “I Agree” and thereby assent to its term, and this Agreement shall be in effect until Company or Affiliate elects to terminate this Agreement by written notice (email notification to email address provided is acceptable) given to the other Party thirty (30) days in advance of termination. Either Party may terminate this agreement for any reason and at any time subject to the other terms of this paragraph and Agreement. Upon termination and where applicable, Company shall be entitled to all fees then owned to it by Affiliate. Affiliate agrees that termination shall have no effect on any sales prior to the notice of termination. As such, and unless Company notifies Affiliate in writing otherwise, Affiliate shall complete in good faith any Company orders or other tasks required to complete any customer orders at the time of either Party’s notice of termination.

Termination for Breach. Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured after thirty (30) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching party.

Should this Agreement be terminated on account of a material breach on the part of Affiliate, Affiliate shall forfeit any commissions that might have otherwise been owed to it at the time of breach or that which may be owed in the future.

a. Harmful Acts. Affiliate agrees that certain harmful actions may be considered a material breach leading to immediate termination of the Agreement. Such acts include, but are not limited to any dishonest or unethical business practice; any violation of the law; infliction of harm to Company’s reputation or that of its products, services, associates, employees, contractor and customers; and the violation of the rights of Company or any third party.

b. Anti-Spamming. Any communications sent or authorized by Affiliate reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material breach and threat to Company’s reputation and to the rights of third parties. It is the obligation of Affiliate, exclusively, to ensure that all business communications comply with federal, state and local anti-spamming or analogous laws where applicable.

c. No Spamming or hijacking of Ads, Pages, Online Communities, Blog Articles or any other Online Content or Intellectual Property created, purchased or controlled by Credit Repair Cloud. This will be cause for immediate termination of the Agreement.

d. Offensive Communications. Any communication sent, posted, or authorized by Affiliate, including without limitation postings on any website operated by Affiliate, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another will be considered a material breach and a threat to Company’s reputation and cause for immediate termination of the Agreement.

4. COMPENSATION.

A. COMMISSIONS. After You click “I Agree” to the terms of this Agreement, You will receive a unique Affiliate URL, which You will use to advertise Credit Repair Cloud. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a Credit Repair Cloud account by using Your Affiliate Link, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Affiliate Cookies, the most recently-acquired Cookie will determine which Affiliate is credited with a Sale. You will be paid a commission for each Sold Credit Repair Cloud Account that generates a minimum payment of $179.00 to Credit Repair Cloud in a month. The Commission amount is thirty percent (30%) of all fees received by Credit Repair Cloud for a Sold Account. You will also be paid a commission for each sold Masterclass program that generates a minimum of $997.00 in a month. The commission amount is 30%. Commission payments will be made to You on or before forty-five (45) days following Credit Repair Cloud’ receipt of payment for a Sold Account, subject to the other terms set forth herein.

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C. TAXES. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any commissions You receive from Credit Repair Cloud. If You are not a resident of the United States, Credit Repair Cloud may withhold tax (including without limitation VAT) where required to by applicable law. Where Credit Repair Cloud is required to withhold tax, Credit Repair Cloud will document such withholding.

D. MINIMUM COMMISSION PAYMENT. Your combined commission amount must equal or exceed One Hundred and 00/100 Dollars ($100.00) before You receive a payment from Credit Repair Cloud. If Your combined commissions for a given month are less than $100.00, Your commissions will be held until Your combined commissions equals or exceeds $100.00.

E. COMMISSION PAID FOLLOWING LEGITIMATE SALE. Commissions are paid only for transactions that actually occur between Credit Repair Cloud and a Sale. IF THE TRANSACTION DOES NOT ACTUALLY OCCUR, OR IF PAYMENT FROM A SALE IS NOT ACTUALLY RECEIVED BY CREDIT REPAIR CLOUD, YOU WILL NOT BE PAID A COMMISSION ON THE TRANSACTION. If payment for a Sold Account later results in a refund or charge-back, and if a commission was paid to You for that Sold Account payment, then the commission will be deducted from Your future commissions. If Credit Repair Cloud determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, no Commission will be paid for such Sale. If any Commissions or incentives are paid for a Sale that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by Company after payment, such payment amounts shall be deducted from Affiliate’s future commissions or, at Company’s discretion, Affiliate will be required to repay any such amount within thirty (30) days of receiving notice thereof. In any case where a commission or incentive is discovered to have been produced fraudulently, Company reserves the right to consider such act as a material breach subject to termination as outlined in Section 3.

F. U.S. DOLLARS. PAYMENT PROCESSING FEES. All commissions are paid in United States Dollars (USD). Depending on what payment processor or payment method You instruct Us to use, processing fees may be deducted from Your Commissions payment.

5. MARKETING AND RECRUITING.

Affiliate agrees to comply with any and all applicable U.S. federal, state and/or local marketing and advertising laws and regulations, including, but not limited to, Federal Trade Commission (FTC) guidelines regards to the use of Affiliate disclaimers. Affiliate agrees to review and follow the FTC Revised Endorsement Guides located on the FTC website at the following link: 

http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf

A. TRUTHFUL. Anything You communicate in marketing or advertising any Credit Repair Cloud service or opportunity must be true, accurate and never misleading to consumers. Claims that relate to any Credit Repair Cloud service or opportunity that are untrue or fraudulent are strictly prohibited. Further, You may not claim that any third-party such as any government agency, individual, or entity endorses or supports Credit Repair Cloud unless Company grants this right to you in writing. You may not use, without written authorization from Company, the intellectual property of any other person or entity in advertising or marketing any Credit Repair Cloud service or opportunity.

B. DISCLAIMER. You agree to use the below written disclaimer and to place it conspicuously (i.e., not in a link, or in small font) on any website or other platform that You advertise any Credit Repair Cloud service or opportunity. You must plainly display the following disclaimer language:

Disclosure: I am an independent Credit Repair Cloud Affiliate, not an employee. I receive referral payments from Credit Repair Cloud. The opinions expressed here are my own and are not official statements of Credit Repair Cloud.

C. NON-DISPARAGEMENT. You agree not to disparage the Company, its products or services or the products or services of any other person or entity, including without limitation any subsidiary, affiliate, employee, contractor, associate or competitor of Credit Repair Cloud. You also agree and understand that this provision will survive the termination of this agreement and that its inclusion was necessary in order the bind the Parties hereto.

D. INVENTORY LOADING/REBATES. You will not be paid any Commission for payments made on your own company’s User Account(s). You are not permitted to open a Credit Repair Cloud account under the name of another person or entity, or under a fictitious name. You are not permitted to open a Credit Repair Cloud account under any name merely for the purpose of obtaining Commissions, or any other compensation, including without limitation incentives or prizes which may be offered from time to time. You may not pay for another person’s account. You are not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this section may result in a termination for breach of this Agreement at the sole discretion of Company. You further agree to repay to Credit Repair Cloud all Commissions and Incentives earned as a result of any such violation.

E. INCOME CLAIMS. If Your recruiting efforts include claims related to the potential income a Credit Repair Cloud Affiliate can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Credit Repair Cloud, the following guidelines must be adhered to:

1. Your statements must be completely true and accurate and supported by evidence;
2. If You use a hypothetical scenario, You must clearly label it as a hypothetical scenario.

6. COMPANY INTELLECTUAL PROPERTY. Company is and shall remain the sole and exclusive owner of all right title and interest, including Intellectual Property Rights, in and to the Company Trademark(s), Confidential Information (including all derivatives thereof) and Company data. Except as specifically set forth in this Agreement, no rights are granted to Affiliate in or with respect to any of the foregoing. “Intellectual Property Rights” means all trade secrets, patents and patent applications, trade marks (whether registered or unregistered and including any goodwill acquired in such trade marks), service marks, trade names, business names, internet domain names, e-mail address names, copyrights (including rights in computer software), moral rights, database rights, design rights, rights in know-how, rights in Confidential Information, rights in inventions (whether patentable or not) including, but not limited to, any and all renewals or extensions thereof, and all other proprietary rights (whether registered or unregistered, and any application for the foregoing), and all other equivalent or similar rights which may subsist anywhere in the world, including, but not limited to, any and all renewals or extensions thereof.

Notwithstanding the below directions outlining use of Company trademark(s), Affiliate recognizes that “CREDIT REPAIR CLOUD” along with any stylized / design image trademarks (logos) are trademarks owned by Company (collectively, “Company Trademark(s)”) and, except as expressly permitted by this Agreement, Affiliate shall not use or misappropriate the Company Trademark(s) in any manner without Company’s prior written consent. Nothing contained in this Agreement shall be taken as a transfer of interest of any Rights Company has in the Company Trademarks.

You may use the Credit Repair Cloud™ mark to advertise Credit Repair Cloud. Any time You use the Credit Repair Cloud™ mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for Credit Repair Cloud. Whether Your use of Credit Repair Cloud™ is confusing will be determined by Credit Repair Cloud in Credit Repair Cloud’ sole and absolute discretion. The following guidelines, which may be changed or added to at any time, are designed to help avoid reader confusion:

- You must not use the “voice” of, or purport to speak on behalf of, Credit Repair Cloud.

- Any time You use the word “Credit Repair Cloud” it must be immediately followed by the letters “TM” in superscript caps (example: Credit Repair Cloud™).

- When used in prose, Credit Repair Cloud™ must be used in the same font as the rest of the prose.

- When used other than in prose, Credit Repair Cloud™ must be used in the font employed by Credit Repair Cloud’ corporate marketing in Credit Repair Cloud’ corporate logo.

- On any website or social media platform on which You use the word Credit Repair Cloud™, you must include the disclosure identified in paragraph 5(B) above.

- You may use only such other images, photographs, and trademarks as Credit Repair Cloud expressly authorizes in writing.

- If you have any questions regarding your use of any Credit Repair Cloud mark, please contact: Credit Repair Cloud Support/Compliance

7. RELEASE/AUTHORIZATION TO USE PHOTOGRAPHS. You grant Credit Repair Cloud permission to use any and all photographs taken by Credit Repair Cloud or its agents or employees, or submitted by You to Credit Repair Cloud (hereinafter “Photographs”) in any Media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of Credit Repair Cloud or any product or service sold and marketed by Credit Repair Cloud. You agree that this authorization to use Photographs may be assigned by Credit Repair Cloud to any other party. You agree that that the Photographs may be combined with other Photographs, sounds, text and graphics, and that the Photographs may be manipulated, cropped, altered or modified in Credit Repair Cloud’ sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against Credit Repair Cloud in exchange for this Release and Assignment. You hereby release and forever discharge Credit Repair Cloud from any and all liability and from any damages You may suffer as a result of the use of the Photographs. You further acknowledge and agree that this Release is binding upon Your heirs and assigns. You agree that this Release is irrevocable.

8. CONFIDENTIAL INFORMATION; NON-DISCLOSURE. The Parties acknowledge that by reason of their relationship under this Agreement, they may have access to and acquire knowledge from, material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, customers and customer lists, and intellectual property of the other Party that may not be accessible or known to the general public (“Confidential Information”).

Each Party receiving Confidential Information (the “Receiving Party”) agrees to maintain all such Confidential Information received from the other Party (the “Disclosing Party”), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party further agrees to use the Confidential Information only for the purpose of performing the terms of this Agreement. In addition, the Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody Confidential Information and which are provided to the Receiving Party hereunder. Whenever requested by the Disclosing Party, the Receiving Party shall immediately return to the Disclosing Party all manifestations of the Confidential Information or, at the Disclosing Party’s option, shall destroy all such Confidential Information as the Disclosing Party may designate. The Receiving Party’s obligation of confidentiality shall survive this Agreement.

9. INDEMNITY. Affiliate agrees to indemnify, protect and hold forever harmless Company and its officers, directors, shareholders, and employees from and against any and all claims, costs, or expenses, including attorneys’ and experts’ fees, arising from any claim or action against Company and/or Affiliate concerning Affiliate’s actions or failure to act in accordance with this Agreement or in accordance with law or applicable industry standards of care, security and confidentiality. Affiliate agrees to indemnify and hold forever harmless Company and its officers, directors, shareholders, and employees from any claims, costs, or expenses, including attorneys’ and experts’ fees, arising from any action against Company and/or Affiliate for any infringement of the Work or Intellectual Property resulting from the engagement of Affiliate.

10. NO WARRANTY; NO LEADS. Credit Repair Cloud does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Credit Repair Cloud will not at any time provide sales leads or referrals to You. Additionally, Credit Repair Cloud’ WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Credit Repair Cloud MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY Credit Repair Cloud WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. Credit Repair Cloud MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY Credit Repair Cloud WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY Credit Repair Cloud WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY Credit Repair Cloud’ WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY Credit Repair Cloud’ WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL Credit Repair Cloud’ LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF THREE (3) TIMES THE COMMISSIONS PAYMENTS PAID TO YOU FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST Credit Repair Cloud OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.

12. FORCE MAJEURE. Credit Repair Cloud will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of Credit Repair Cloud. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Credit Repair Cloud shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law. Except as provided elsewhere, if a Party is so delayed in its performance, it shall promptly notify the other Party. The Parties shall use their reasonable efforts to minimize the duration and consequences of any delay or failure of performance resulting from a Force Majeure event.

13. ASSIGNMENT. Credit Repair Cloud may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by without Credit Repair Cloud’ or its assigns express written consent.

14. ARBITRATION, GOVERNING LAW, AND ATTORNEYS’ FEES.

A. ARBITRATION. Any dispute, controversy or claim arising out of or related in any manner to this Agreement which cannot be amicably resolved by the Parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of one (1) arbitrator sitting in Los Angeles County, California. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of California, Company’s state of domicile. The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the Parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award consequential damages, indirect damages, incidental damages, special damages, exemplary, punitive damages or specific performance. Each Party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement, except that a Party may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction if in its reasonable judgment such action is necessary to avoid irreparable harm.

B. GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of California without regard to any choice of law provisions.

C. WAIVER OF CLASS ACTION CLAIMS. You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim You have against Credit Repair Cloud to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against Credit Repair Cloud may not be joined or consolidated with claims brought by anyone else.

D. LIMITATIONS PERIOD. Any claim brought in arbitration must be brought within ONE YEAR of the occurrence that is the subject of the claim irrespective of the statute of limitations of any jurisdiction. Any claim made beyond the one year threshold will be considered waived accept as it pertains to breaches of confidentiality, rights under the indemnification provisions herein or violations of intellectual property and/or trade secret law.

E. INJUNCTIVE RELIEF. Nothing in this Agreement prevents Credit Repair Cloud from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Credit Repair Cloud’ rights prior to, during, or following any arbitration proceeding.

F. ATTORNEYS’ FEES. You agree that in the event of any arbitration or litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either Your or Credit Repair Cloud commences an action in a court of law or equity and the responding Party successfully moves such court to compel arbitration, the Party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other Party.

15. ENTIRE AGREEMENT. This Agreement, along with Credit Repair Cloud’ standard Terms and Conditions represents the entire agreement between the Parties and supersede any other written or oral agreement between the Parties as pertaining to Your rights and responsibilities as a Credit Repair Cloud Affiliate.

16. MODIFICATION/AMENDMENTS. This Agreement and Credit Repair Cloud’ standard Terms and Conditions may be modified by Credit Repair Cloud at any time, with or without prior notice to You. Amendments or Modifications to this Agreement or the Terms and Conditions will be binding on You when they are sent to You via e-mail, or are posted in the Affiliate Center. No amendment to this Agreement or the Terms and Conditions shall be valid unless authored or signed by Credit Repair Cloud. Your continued acceptance of Commission payments constitutes Your acceptance to any modifications or amendments to this Agreement.

17. NO WAIVER. No waiver by Credit Repair Cloud of any right reserved or granted to Credit Repair Cloud under this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of Credit Repair Cloud.

18. NOTICE. Any notice required to be given to Credit Repair Cloud under or related to this Agreement shall be in writing, addressed as follows:
Credit Repair Cloud
12517 Venice Blvd.
Los Angeles, California 90066
e-mail: Credit Repair Cloud Support / Compliance

Credit Repair Cloud will send notices to You at the e-mail address You provided to Credit Repair Cloud. Any notices shall be deemed delivered to You when sent by Credit Repair Cloud. You are solely responsible for addressing any technical failures related to Your e-mail address or server, and for reading any e-mail sent to You. Credit Repair Cloud may also provide notice to You by posting information in the Affiliate Center.

19. SEVERANCE. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms and Conditions, as so modified, shall continue in full force and effect.

20. AFFILIATE’S RIGHT AND POWER TO ENTER INTO AGREEMENT. Affiliate represents and warrants that: (i) it has the right and power to enter into this agreement on behalf of himself/herself or its legal entity and; (ii) it has the power and authority to enter into and perform this Agreement and to carry out the terms and conditions contained herein; (iii) the making of this Agreement does not conflict with any agreement existing between Affiliate and any other party; and (iv) it shall comply with all statutes, laws, rules, regulations and ordinances pertaining to the subject matter hereof.

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