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Co-Brand Wholesale Agreement

Co-Brand Wholesale Agreement

This Agreement is made and entered into as of Date , by and between Flyy Credit Solutions LLC., an Illinois Company (hereinafter “Flyy Credit”) with its principal place of business listed at 15941 Harlem Ave., #284, Tinley Park, IL 60477 and Partner

Partner Mailing Address:

WHEREAS, Flyy Credit is in the business of helping consumers with improving their relationships with banks, creditors and other institutions via an online platform with features including consumer and business credit courses and money management;

WHEREAS, Partner wishes to offer Flyy Credit’s Flyy Credit University to the Partner Clients (as defined below) in a co-branded version, and Flyy Credit wishes to have such services offered and provided to the Partner Clients;

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

1. DEFINITIONS:

1.1.“Product” means membership to Flyy Credit’s co-branded Flyy Credit University platform, including Trial Membership, Paid Membership (Premium and Pro) and Sponsored Membership.

1.2. “Trial Membership ” means an optional one or more days of free or discounted access to Flyy Credit University for Partner Clients as selected in Section 4.2.

1.3. “Paid Membership ” means Partner Client will be charged a retail monthly fee after any Trial Membership period.

1.4. “Sponsored Membership” means Partner Client will not be charged a retail monthly or yearly fee, and instead, Partner will be charged a monthly or yearly Wholesale Fee for each enrolled Partner Client. There are no Trial Memberships for Sponsored Memberships.

1.5.“Partner Clients” means any and all clients of the Product originating with Partner, whether via phone, Internet-based, or other inquiry and sign-up mediums.

2. TERM

This Agreement shall commence as of the date first entered above, shall continue for an initial term of twelve (12) months, and shall automatically renew for subsequent twelve (12) month terms unless terminated by either party as provided for in this Agreement.

3. RESPONSIBILITIES

3.1.Flyy Credit Responsibilities. Flyy Credit shall be responsible for the following, at the sole cost and expense of Flyy Credit:

3.1.1. Product Availability. Flyy Credit shall ensure that Partner has the ability at all times to sign up Partner Clients for the Product, and that the Product is available to Partner Clients at all times, in accordance with the standard terms and conditions of the Product.

3.1.2. Data Sharing. Flyy Credit shall provide reports and data-sharing for Partner to be able to access data and information which is available to Partner pursuant to this Agreement, including Partner Client information. Partner and Flyy Credit shall modify their client agreements, where appropriate, to permit this sharing of data exclusively and solely with Partner.

3.1.2.1. Partner shall have access to an online portal showing Partner Membership enrollments, when applicable, as well as a summary of all enrollments and commissions.

3.1.3. Product Branding. Flyy Credit shall co-brand the Product with the logo, brand name of both Partner and Flyy Credit. Partner graphics, messaging, and other creatives shall be provided by Partner in compliance with Flyy Credit’s co-branding requirements for emails and Flyy Credit below:

3.1.3.1. Primary Partner Logo located in upper right of web site experience – moving slightly for responsive design to differing device - has a logo dimension of: 300x90 pixels

3.2.Partner Responsibilities. Partner shall be responsible for the following:

3.2.1. Marketing Campaigns. Partner shall maintain appropriate and reasonable marketing sites and other lead generation campaigns to produce Partner Clients.

3.2.2. Provision of Partner Client Information. Partner shall ensure that each Partner Client provides all information and verifications necessary to sign up Partner Client for the Product in accordance with the terms of this Agreement, and that such information is provided by Partner to Flyy Credit in an accurate and timely fashion.

3.2.3. Security of Data by Partner. No Partner Client information may be used to determine or grant final credit, nor sell any Partner Client data to a 3rd party. Partner acknowledges that Partner Client data furnished by Flyy Credit is sensitive, and Partner recognizes Flyy Credit and/or Partner Client may be significantly harmed if disclosed to an unauthorized party by Partner. Partner agrees to follow all commercially reasonable measures and industry standard best practices to safeguard all Partner Data used in conjunction with this Agreement. This shall include, but not be limited to, disclosing to only Partner employees or consultants who have a need to know, and firewalling with recognized certifications and 128-bit encryption the Partner Client data wherever appropriate and necessary. In the event of a breach, it is Partner's responsibility to notify Flyy Credit within 24 hours. Partner agrees to use the Reporting/API tools provided by Flyy Credit only for the purpose intended in this Agreement, and Partner agrees it will not attempt to reverse engineer nor circumvent the security features of those Flyy Credit tools. Partner agrees to adhere to all rules and regulations regarding consumer data, including the Fair Credit Reporting Act section 682.3 – Proper disposal of consumer information.

3.2.4. Use of Sponsor Code. Partner shall be responsible for all use of any Sponsorship Code issued pursuant to Section 4.4 of this Agreement. Flyy Credit cautions Partner to control the dissemination of the Sponsorship Code and Partner is solely responsible for any payments due Flyy Credit from usage of said code. Flyy Credit will place limits on the number of uses per day and per month of Sponsorship Code. Partner can request in writing the increase of said protective limits.

3.2.5. Alterations to Frequently Asked Questions and Terms and Conditions. Partner may not copy, change, append or otherwise alter the Product’s Frequently Asked Questions (FAQ’s) and Terms and Conditions (T’s & C’s) without Flyy Credit’s expressed, written approval and consent.

4. FEES, MEMBERSHIPS, PRODUCT FEATURES, REVENUE SHARING AND PAYMENTS

4.1.Setup Fee. Partner shall pay a setup fee of $499 due at the execution of this Agreement by means of the payment method selected by Partner in Schedule A or B.

4.2.Trial Membership. Each Partner Client enrolled by Partner or by consumers using the Partner Co-Branded Link may be signed up for an optional Trial Membership period, as defined in section 1.2 above.

Check for 7-day, $1.00 Basic Trial Membership

Check for no Trial Membership

4.2.1. Partner is solely responsible for all consumers enrolled under this contract in the
Partner’s Co-Branded Trial Memberships.

4.2.2. Sponsored Memberships are not eligible for Trial Memberships.

4.3.Paid Membership. Upon conclusion of any Trial Membership, or upon an enrollment without a Trial Membership, all non-Sponsored Partner Clients shall be charged by Flyy Credit University a retail price as follows:

Basic membership shall be $99 per month

Premium membership shall be $199 per month

Pro membership shall be $299 per month

4.4.Sponsored Membership. Upon Partner request, Partner shall be provided a unique Sponsored Membership code that Partner may provide to Partner Clients for enrollment in Product and waive any Paid Membership fee. For all Sponsored Memberships, Partner shall be charged the Wholesale Fee set forth in Section 4.7.

Issue Partner a unique Sponsor Code?

Yes

4.5. Wholesale and Sponsorship Fee. Partner shall be charged by Flyy Credit a Wholesale Fee for each Sponsored Membership according to the table below:

Sponsorship Basic Premium Pro
0 – 50 $999 $2999 $3999
50 – 100 $799 $2499 $2999
100 + $499 $1599 $2499

4.6. Payments. All payment obligations of Partner shall be collected from Partner via ACH according to Schedule A or via credit card according to Schedule B. Payment terms are Net 7 days which shall begin from receipt of billing summary. There are no refunds.

4.7. Verified Qualified Partner Client

4.8. Partner Client commissions are subject to verification. Flyy Credit Solutions may delay a commission for the purposes of investigation. Flyy Credit Solutions may also refuse to verify and process any transaction Flyy Credit Solutions deems, in its sole discretion, to be fraudulent, suspicious, in violation of these Terms and Conditions, or believes will impose potential liability on Flyy Credit Solutions, its subsidiaries, affiliates, or any of their respective officers, directors, employees, representatives, and agents. All of Flyy Credit Solutions' decisions are final and binding, including decisions as to whether a Qualified Partner Client or commission is verified.

4.8.1 Partner Client Commission. Partner shall be commisioned by Flyy Credit for each Retail Membership according to the table below:

Partner Clients Commission Basic Premium Pro
0 – 100 $9/month $19/month $29/month
100+ $15/month $29/month $45/month

CoBrand+ Referred Partners 2nd Level Commission Basic, Premium, & Pro
0 – infinite 2% commissions

4.8.3 Commissions will be paid out on a weekly basis via E-check, PayPal or other third-party payment systems.

5. USE, OWNERSHIP AND PROTECTION OF IP

5.1.License Grant. During the term of this Agreement, each party hereby grants to the other party, a limited, non-exclusive, royalty-free license to use the Licensed IP of the granting party solely for the limited purpose of this Agreement and the Product.

5.2.Acknowledgement of Ownership. Each party acknowledges the other party’s ownership of the Licensed IP of such other party, and will not disparage or call into question the validity, value or ownership of the Licensed IP.

5.3.Licensed IP. Each party agrees that the other party is, and will remain, the sole and exclusive owner of all right, title and interest, throughout the world, to all Licensed IP of such other party, and any copies of the Licensed IP.

5.4.Legal Action. Each party will maintain sole control and discretion over the prosecution and maintenance with respect to all intellectual property rights to the Licensed IP of such party.

5.5.Use of Licensed IP. Each party shall obtain the prior approval of the other Party, such approval not to be unreasonably delayed or withheld, for any use of the Licensed IP of the other party.

6. TERMINATION

6.1.Termination Without Cause. Either party may terminate this Agreement upon no less than ninety (90) days written notice to the other party. Such advance written notice shall include the date that this Agreement shall terminate, such date to be the last date of a calendar month

6.2.Termination by Partner for Cause. Partner may terminate this Agreement effective immediately upon the occurrence of any of the following:

6.2.1. Flyy Credit shall fail to make any payment to Partner of when due pursuant to the terms of this Agreement, following fifteen (15) days advance written notice to cure by Partner;

6.2.2. Flyy Credit shall (i) make an assignment for the benefit of creditors, (ii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, trustee or similar official for it or a substantial part of its property, (iii) seek relief under the
United States Bankruptcy Code or any similar provisions under the law of any other jurisdiction which Flyy Credit may be subject to or (iv) suffer an involuntary petition in bankruptcy or receivership

6.2.3. Any covenant, term, agreement or condition in this Agreement applicable to Flyy Credit is not fully and timely performed, observed or kept, and such failure continues for fifteen (15) days following written notice from Partner;

6.2.4. Any representation or warranty of Flyy Credit is no longer true and correct in all material respects following fifteen (15) days advance written notice to cure by Partner;

6.2.5. There shall occur any event or condition in Flyy Credit’s business, operations or financial condition that has a Material Adverse Effect on Flyy Credit, the Product or this Agreement; and such failure continues for fifteen (15) days following written notice from Partner.

6.3.Termination by Flyy Credit for Cause. Flyy Credit may terminate this
Agreement effective immediately upon the occurrence of any of the following:

6.3.1. Partner shall fail to make any payment to Flyy Credit when due pursuant to the terms of this Agreement, following fifteen (15) days advance written notice to cure by Flyy Credit;

6.3.2. Partner shall (i) make an assignment for the benefit of creditors, (ii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, trustee or similar official for it or a substantial part of its property, (iii) seek relief under the United States Bankruptcy Code or any similar provisions under the law of any other jurisdiction which Partner may be subject to or (iv) suffer an involuntary petition in bankruptcy or receivership;

6.3.3. Any covenant, term, agreement or condition in this Agreement applicable to Partner is not fully and timely performed, observed or kept, and such failure continues for fifteen (15) days following written notice from Flyy Credit;

6.3.4. Any representation or warranty of Partner is no longer true and correct in all material respects following fifteen (15) days advance written notice to cure by Flyy Credit;

6.3.5. There shall occur any event or condition in Partner’s business, operations or financial condition that has a Material Adverse Effect on Partner, the Product or this Agreement; and such failure continues for fifteen (15) days following written notice from Flyy Credit.

6.4.Effect of Termination. Upon termination of this Agreement for any reason, the following provisions shall apply:

6.4.1. In the event that this Agreement terminates for any reason, Flyy Credit may, at the sole discretion of Flyy Credit, continue to service all existing Partner Clients. All obligations of Partner (including, without limitation, the payment due under this Agreement) shall remain in effect so long as there are any Partner Clients with an active membership to the Product serviced by Flyy Credit.

6.4.2. Partner will immediately forgo and surrender any and all rights to earnings derived from existing and future Partner Clients subsequent to the termination of this Agreement.

6.4.3. Any payments owed to Flyy Credit shall become immediately payable and due.

6.4.4. Partner shall be liable to Flyy Credit for any and all costs associated with the collection of payments owed to Flyy Credit, including but not limited to, the cost of collection agencies, attorney’s fees, court costs and interest to the extent allowable by law.

7.7.Governing Law & Venue. This Agreement, including all matters of construction, validity and performance, shall be governed by the laws of the State of California without giving effect to any conflict of law provisions contained therein. Venue for any dispute shall be solely and exclusively in Orange County, California.

7.8.Binding Nature. The rights and obligations under this Agreement will be binding upon the parties and their successors or assigns.

7.9.Severability. This Agreement may be severable; the invalidity or unenforceability of any term or provision of this Agreement will not affect the validity or enforceability of this Agreement or of any other term.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives:

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Signed by Jeri Toliver
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6:42 pm CDT

Co-Brand Wholesale Agreement Uploaded by Jeri Toliver - jeri@flyycredit.com IP 73.50.215.22