Travel Visa Pro

TRAVEL VISA PRO, LLC AFFILIATE AGREEMENTThis Affiliate Agreement (“Agreement”) is entered into on the day of joing the plaform (“Effective Date”), by and between Travel Visa Pro, LLC a Texas Limited Liability Company (hereinafter “Company”) with its principal place of business in Harris County, Texas, and you, the Affiliate (hereinafter referred to as “Affiliate”), (each individually a “Party” and collectively the “Parties”), for the affiliate services to be provided herein.WHEREAS Company desires to utilize the Affiliate’s services to further develop Company’s business including in the marketing of Company’s products to select groups;WHEREAS Affiliate desires to provide a marketing medium through Affiliate’s store and website, for purposes of Company’s business development; andNOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:1.0Affiliate’s Scope of Services and ObligationsSubject to the terms and conditions of this Agreement, the Company hereby engages the Affiliate as a third-party service provider to promote Company’s products and services, including but limited to U.S. Passport, Travel Visa and Legalizations or any other service offered by Company now or in the future, and the Affiliate hereby accepts such engagement (collectively the “Services”). Affiliate and Company hereby agree as follows with respect to the Services Affiliate is to perform.1.1Affiliate Not Employee. Affiliate and Company agree that Affiliate is a third party engaged by the Company to provide the Services desired, and is not to be treated as an employee, independent contractor partner, agent, or joint venturer of the Company.1.2Affiliate Workspace and Equipment. The Company shall not be obligated to provide Affiliate with a workspace, and Affiliate shall be responsible for using his, her, or its own equipment to provide marketing and advertisement services.1.3Expenses. During the term of this Agreement, the Affiliate shall not be entitled to reimbursement for expenses.1.4Passport and Visa Processing Services. Affiliate shall prominently display Company's signage in Affiliate’s store, indicating the availability of Services through Company. Affiliate shall actively promote and market Company's Services to customers, informing them about the benefits and features of the Services provided by Company.1.5Service Process. The service process shall proceed as follows:1.5.1Upon a customer's request for Services, the Affiliate shall guide the customer through the necessary steps and assist them in filling out the required forms.1.5.2The completed forms, along with any relevant original documents, shall be scanned and transmitted to Company by the Affiliate or customer to preview the application.1.5.3Company shall review the submitted forms and documents to ensure accuracy and completeness. Any discrepancies or missing information shall be communicated to the Affiliate and/or customer for resolution.1.5.4If all information is correct, Affiliate shall dispatch the physical copies of the completed forms and original documents to Company's designated location promptly after the initial review. Company shall conduct a comprehensive review of the application materials upon receipt. If any documents or information are found to be missing, Company shall promptly notify the Affiliate and customer for further action.1.5.5Once the application is complete and processed, Company shall arrange for the return shipment of the processed/renewed documents to the Affiliate's store, or another authorized location as specified by the customer.1.6Communication. Affiliate and Company shall maintain open and timely communication to ensure the seamless provision of the Services. Communication between Company and the customer may occur during the customer's visit to the Affiliate's store, facilitated through phone conversations, as required to address any inquiries, provide updates, or clarify any aspects of the application process.2.0Compensation2.1Compensation. n consideration for the services provided by the Affiliate and the sales generated by the Affiliate, TVP agrees to pay the Affiliate a commission equal to agreed upon commission percentage of the total sales amount collected from the Customer, less official government fees and shipping/handling charges ("Commission").2.2Payment Schedule. Company shall make Commission payments to the Affiliate by the 30th of each month for the previous month's completed and referred orders. The Affiliate will receive a monthly detailed affiliate statement, showing the orders and Commission due, by the 15th of the month for the previous month.2.3Rights to Commissions Payments Upon Termination. Rights to Commission payments under Section 2.1 shall terminate upon the termination of this Agreement. Affiliate shall have no rights to any Sales after termination of this Agreement.2.4Payment Method. Commission payments shall be made to the Affiliate using the payment method specified in the Affiliate's account information, unless otherwise agreed upon by the parties in writing. 2.5Clawback. In the event of any refund, chargeback, or cancellation of a sale, the Commission payable to the Affiliate for that specific transaction shall be subject to clawback. TVP shall deduct the proportional Commission for any such refunded, charged back, or canceled sale from future commissions owed to the Affiliate.2.6W-9 Requirement. As part of the payment process, the Affiliate shall be required to provide a completed Form W-9 to TVP. This requirement is necessary to comply with IRS regulations. The Affiliate acknowledges that failure to provide a valid Form W-9 may result in delayed or withheld payments. TVP shall use the information provided on the Form W-9 for tax reporting purposes.3.0Term and Termination of Agreement3.1Term. The term of this Agreement shall be for one (1) year as of the Effective Date, and shall automatically renew for a like term under the same terms and conditions as this Agreement with any schedules hereto unless otherwise terminated pursuant to Section 3.2.3.2Termination for Convenience. Either Party may terminate this Agreement, without Cause, upon five (5) days written notice for any reason or no reason at all.3.3Duties Upon Termination. Upon termination of this Agreement:3.4 Payment of Commissions. Company shall pay to Affiliate any Commissions earned prior to the termination. Affiliate shall remove any marketing from Affiliate’s website and store within seven (7) days of termination.3.4.1Ongoing Services. If any Services are in progress or have been initiated at the time of termination, Company shall honor its obligations concerning these Services in accordance with the terms of this Agreement. Company shall also deliver the final documents to the customer as agreed upon. However, it is explicitly stated that Company shall not be obligated to pay the Affiliate any Commission for Services that remain incomplete at the time of termination.4.0Proprietary RightsProprietary and Intellectual Property Rights. All intellectual property created prior to this Agreement shall remain the rights of the respective owner. Nothing in this Agreement shall be deemed to provide the other party any rights to use any intellectual property of the other party outside the scope of Services to be provided. Any intellectual property created during the term of this Agreement, including without limitation all written, graphic, photographic, digital, or video materials, whether in raw original, working draft, and/or edited and finalized format and that any such materials conceived or written by Affiliate for purposes of providing Services under this Agreement shall be the property of Company and shall be considered “Work Made For Hire”. Affiliate shall have no intellectual property rights in and to any of the educational materials, products, or services provided by the Company utilized in the Promotional Materials.5.0Confidentiality5.1Confidential Information. “Confidential Information” as used in this Agreement means information, whether or not originated by Affiliate, which is used in the Company’s business and includes, but is not limited to: (i) a Party’s customers’ personally identifiable information as defined by U.S. Department of Labor; (ii) a Party’s new projects or services not yet advertised or available to general consumers; (iii) proprietary information; or (iv) Trade Secrets information meeting the definition of that term as it is defined in TEX CIV PRAC & REM CODE sec. 134A.002(6). Confidential Information shall not include any information that has become publicly available without any act or omissions by the other Party in breach of this Agreement.5.2Confidentiality Covenant. Each Party hereto acknowledges that they will have access to the other Party’s Confidential Information. In view of the foregoing and of the consideration to be provided to each Party, each Party agrees that it is reasonable and necessary that each Party makes the following covenants:5.2.1At any time during or after the termination of this Agreement, neither Party will disclose Confidential or proprietary information to any person or entity, either inside or outside of Company or Affiliate, other than as necessary in carrying out the Services, without obtaining the prior written consent of the respective owner of the Confidential Information (unless such disclosure is compelled pursuant to court order or subpoena, and at which time Party receiving such court order or subpoena gives prior notice of such proceedings to the other Party), and each Party will take all reasonable precautions to prevent inadvertent disclosure of such Confidential Information; and5.2.2At any time during or after the termination of this Agreement, neither Party will use, copy, or transfer Confidential Information of the other Party other than as necessary in carrying out his, her, or its Services on behalf of Company, without first obtaining prior written consent from the respective owner of the Confidential Information, and will take all reasonable precautions to prevent inadvertent use, copying or transfer of such Confidential Information. This prohibition includes prohibition against using information derived from Confidential Information, or exercising judgment in performing analyses based upon knowledge of Confidential Information.5.3Covenant to Return Confidential Material. Each Party agrees to deliver promptly to the other Party all originals and copies of materials containing Confidential Information in their possession, custody, or control belonging to the other Party upon request or upon the termination of this Agreement.6.0No Conflicts of InterestThe Affiliate represents that Affiliate is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Affiliate and any third party. Specifically, Affiliate is not under any non-compete or non-solicitation agreement with a previous employer or any third party which may affect Affiliate’s ability to perform, unencumbered, under this Agreement. Further, the Affiliate, in rendering duties hereunder shall not utilize any invention, discovery, development, improvement, innovation, or Trade Secret that is proprietary to the Company. During the term of this Agreement, the Affiliate shall devote as much time, talent, and energy to render the duties required hereunder in a timely and productive manner. The Affiliate is expressly free to perform services for other parties while performing services for the Company.7.0Non-Solicitation and Non-Circumvention Covenant7.1Non-Solicitation and Non-Circumvention Covenant. This Covenant is necessary to protect the goodwill and legitimate interest of Company’s business, is made ancillary to and part of this Agreement, bargained for by the Parties, and without which Company would not proceed with this Agreement. Affiliate agrees to strictly follow the terms of this Non-Solicitation and Non-Circumvention Covenant, and further agrees that any court of arbitration tribunal reviewing this provision shall give it a liberal and expansive definition to protect the rights and interest of Company. Such covenants or Non-Solicitation and Non-Circumvention are as follows:7.1.1Non-Solicitation of Company Customers. Affiliate acknowledges that Company has invested significant time, effort, and resources in developing and maintaining its relationships with clients, customers, and contacts. Affiliate agrees that, during the term of this Agreement and the aforementioned duration following its termination or expiration, they will not solicit, accept, or engage in any business transactions or provide any services to any clients, customers, or contacts introduced or referred to them by Company, except with the express written permission of Company. Nothing in this Agreement precludes Affiliate from continuing to service its existing customers, as of the Effective Date of this Agreement, even if those customers are also presently customers of Company.7.1.1.1Affiliate understands that the non-solicitation obligations set forth in this provision apply regardless of whether the business transactions, contracts, or agreements with Company’s clients include any acts that are designed to directly or indirectly solicit business, of a type that Company offers, to Company’s customers as of the Effective Date of this Agreement.7.1.2Non-Solicitation of Company’s Employees. Affiliate acknowledges that Company’s Business has been developed quickly because, in part, Company is very selective in the employees it hires to promote and develop its business. As part of its due diligence Affiliate may meet and receive information as to key performers and qualified employees who continue to help Company in providing exceptional customer service and creating additional business opportunities from existing customer based on the quality and expediency of Company’s services. Affiliate shall not, therefore, take any direct or indirect action, or entertain inquiries from Company’s employees, during the term of this Non-Solicitation and Non- Circumvention Period.7.1.3Remedies for Breach of Non-Circumvention. In the event that Affiliate breaches the non-circumvent obligations contained in this provision, Affiliate shall be liable to Company for the following:7.1.3.1Costs to Hire Comparable Employees. Affiliate shall reimburse Company for all necessary costs incurred by Company to hire and train comparable employees or contractors to replace any employees or contractors who are directly or indirectly engaged or contracted by Affiliate as a result of circumvention. The Parties shall make a good faith effort to agree upon the amount of costs to hire comparable employees and business losses. In the event of a dispute, the amount shall be determined by an independent third-party expert mutually agreed upon by the parties, or by a court of competent jurisdiction.7.1.3.2Business Loss Compensation. Affiliate shall compensate Company for any and all business losses suffered by Company as a direct or indirect result of Affiliate's circumvention, including but not limited to any loss of customers, contracts, revenues, or opportunities.8.0Non-Compete8.1Non-Compete Clause. During the term of this Affiliate Agreement and for a period of one (1) years following its termination or expiration, the Affiliate agrees not to directly or indirectly engage in, be employed by, provide services to, or participate in any business or activity that competes with the Services Companyprovided by Company, within a twenty (20) mile radius from the Affiliate'slocation, without the prior written consent of Company.8.2Definition of Competing Business. For the purposes of this non-compete clause, "competing business" shall refer to any entity, venture, or individual involved in providing passport and visa processing services, or substantially similar services, that could reasonably be considered competitive with the services offered by Company.8.3Acknowledgment of Protectable Interests. The Affiliate acknowledges and agrees that the non-compete obligation is essential to protect the legitimate interests of Company, including but not limited to its proprietary information, trade secrets, customer relationships, and investment in establishing and maintaining its passport and visa processing services.8.4Remedies for Breach. In the event that the Affiliate breaches this non-compete clause, Company shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent the continued violation of this clause.8.5Survival of Non-Compete. This non-compete clause shall survive the termination or expiration of this Affiliate Agreement and shall be binding upon the Affiliate, its affiliates, successors, and assigns.9.0Affiliate StatusThis Agreement shall not render the Affiliate an employee, independent contractor, partner, agent of, or joint venturer with the Company for any purpose. The Affiliate is and will remain a third party from whom Company desires services. The Company shall not be responsible for withholding taxes with respect to the Affiliate’s compensation hereunder. The Affiliate shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or Affiliate benefits of any kind.10.0Miscellaneous10.1Modification. This Agreement may not be modified except by an amendment reduced to writing and signed by the Parties. No waiver of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach thereof.10.2Governing Law and Venue Selection. This Agreement will be governed by the laws of the state of Texas without regard for the conflicts of laws principles of any State. The Parties hereby expressly consent to the personal jurisdiction in the state of Texas for any arbitration or lawsuit filed by one Party against the other, relating to or arising from this Agreement which is not required to be brought in Arbitration. The venue for any such arbitration or lawsuit shall be Harris County, Texas.10.3Arbitration. Except for purposes of injunctive relief, any disputes arising out of or relating to this Agreement shall be resolved through binding arbitration before a single-member panel of the American Arbitration Association, employing the then existing American Arbitration Association’s Commercial Rules, with such arbitrator chosen pursuant the then existing rules of the American Arbitration Association. The Parties shall first attempt to mediate any such dispute prior to proceeding with an arbitration hearing. The Federal Arbitration Act, and not any state arbitration act or rule shall govern the inquiry as to whether this Agreement is subject to arbitration. The Parties shall bear their own attorney fees and costs and shall be not entitled to recover same in arbitration.10.4Severability. If one or more of the provisions in this Agreement are deemed void by law by any court or arbitral panel, then the remaining provisions will continue in full force and effect.10.5Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.10.6Additional Acknowledgments. Both Parties acknowledge and agree that: (a) the Parties are executing this Agreement voluntarily and without any duress or undue influence; (b) the Parties have carefully read this Agreement and have asked any questions needed to understand the terms, consequences, and binding effect of this Agreement and fully understand them; and (c) the Parties have sought or have been given adequate time to seek the advice of an attorney of their respective choice, if so desired, prior to signing this Agreement.10.7Non-Waiver Provision. Waiver by one Party hereto of breach of any provision of this Agreement by the other on any occasion shall not operate or be construed as a continuing waiver. 10.8Notices. All notices required in this Agreement shall be provided by certified mail return receipt requested, by hand delivery or by electronic mail/facsimile transmission as listed on share-a-sale platform.10.9Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties relating to the subject matter herein and supersedes all prior discussions between the Parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Parties expressly warrants and represents that no promise or agreement which is not herein expressed has been made to him or her when entering this Agreement and that neither Party is relying upon any statement or representation of any agent or representative of the Parties entering into this Agreement. Each Party is relying on his, her, or its own judgment in entering into this Agreement. The Parties acknowledge and agree to the terms and conditions of this Agreement as evidenced herein by each Party’s e-signature on Share-a-sale platform