Non-Exclusive Reseller Agreement


Non-Exclusive Reseller Agreement

This Agreement is made by and between Improve My Credit Fitness, a Florida Limited Liability Company, with its principal offices located in Hallandale, Florida, hereinafter referenced as “IMCF” and , with its principal offices located in , hereinafter referenced as “Reseller”.

RECITALS

WHEREAS, IMCF operates a business (the “Program”) in which various revolving credit card account tradelines are identified and the right to include additional authorized users on the account is acquired from the cardholders. These cardholders then authorize the credit card issuers to include clients of IMCF as authorized users on the account. The intended effect of this process, while not guaranteed, is to increase the credit score (i.e. FICO® Score, a product of Fair Isaac Corporation) of the client (authorized user) when the tradeline is reported on the client’s credit report;

WHEREAS, Reseller operates a separate and distinct business which attempts to qualify and secure loans for consumers.

WHEREAS, Reseller would prefer to operate directly with its clients in this process rather than refer its clients to IMCF; and,

WHEREAS, IMCF is willing to provide authorized user positions it has secured to Reseller for offering to Reseller’s clients and to provide other Services (“IMCF Reseller Program”), so long as the offerings comply with IMCF’s policies and procedures.

NOW, THEREFORE, IMCF and Reseller enter into this Agreement to define the relationships between them and the various terms and conditions as they relate to the IMCF Reseller Program.

1.0. DEFINITIONS

  1. “Affiliate” of a party means any person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such first person, with “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, and “person” broadly construed to include any natural person or any entity or association, trust, incorporated or unincorporated association, joint venture, joint stock company or other entity.
  2. “Confidential Information” includes, but is not limited to, any and all information or data of a party that is disclosed to the other party, either directly or indirectly, whether in writing, orally, or by visual means, and which is designated (either in writing or orally) as confidential, proprietary, or the like. However, such designation will not be necessary to deem information as Confidential Information if the nature of the information makes it generally considered to be confidential or a trade secret. This information includes, but is not limited to, information that relates to (a) trade secrets or know-how, (b) finance or accounting, (c) technology, research, or development, (d) internal processes or procedures, (e) algorithms, digital data, or designs, (f) business, operations, or planning thereof, (g) sales or marketing strategies, (h) the terms of any agreement, and the discussions, negotiations, or proposals related thereto, including this Agreement, and, (i) Client Data.
  3. “Client” means any consumer that leases, purchases, subscribes for, or otherwise uses Services through Reseller.
  4. “Client Data” means all lists, databases, and information relating to Clients or prospective Clients of Reseller or IMCF. It includes, but is not limited to, personal financial data of the Client that must be safeguarded under applicable law or as outlined herein. Client Data includes, but is not limited to, names, social security numbers, birthdates, addresses, and account numbers. Client Data at all times will be maintained in accordance with IMCF standards and applicable regulations and laws.
  5. “Client Order” means an order for Services made by a Client through Reseller.
  6. “Fee” means any money amount, including applicable taxes for the provision of Services, charged to Reseller and payable to IMCF hereunder in accordance with the pricing set out online at http://www.ImproveMyCreditFitness.com less the Reseller discount defined in Article 16.
  7. “Intellectual Property” means all rights, title, interest and benefit of a party hereto in and to intellectual property of every nature, whether registered or unregistered, including all copyrights, patents, trademarks, certification marks and industrial designs, applications for any of the foregoing, trade names, brand names, business names, trade secrets, proprietary manufacturing information and know-how, instruction manuals, inventions, inventor’s notes, research data, blue prints, drawings and designs, formulae, calculations, processes, prototypes, source codes, digital files, URLs, technology, the software, marketing rights of the forgoing, Proprietary Materials, together with all rights under license agreements, sublicense agreements, strategic alliances, development agreements, technology transfer agreements and other agreements or instruments relating to any of the foregoing, that are owned by a party hereto or used in connection with the Services.
  8. “Proprietary Materials” include all text, images, illustrations, URLs, audio and multimedia files and/or text, technology, software, Web site data, source codes, digital files, Client lists, technical information, data, plans, user identifications, account numbers, encryption keys, digital certificates, account access and log-in information, passwords, and all other similar materials or information related to the Services that are owned, used, or licensed by a party.
  9. “Services” mean the products and services listed that are provided by IMCF to Reseller for offering to Reseller’s Clients.
  10. “Service Fees” mean the Fees charged to Reseller for the Services according to the Fee schedules provided online at www.ImproveMyCreditFitness.com.
  11. “Support Services” means the services related to technical support, sales support, Client service, and billing support as provided by IMCF to Reseller hereunder.
  12. “Term” means the period commencing from the Effective Date until the date that this Agreement is terminated in accordance with the terms hereunder.
  13. “Training Materials” mean instructional documentation or literature used for training and educating Reseller about the Services so that they may be able to assist Clients.

2.0. ENTIRE AGREEMENT.

  1. This Agreement and any indicated attachments constitute the entire understanding and agreement between the parties relating to the IMCF Reseller Program and supersede any and all prior or contemporaneous oral or written communications.
  2. Upon notice to Reseller by email or in writing, IMCF may modify the terms of this Agreement. If any modification is unacceptable to Reseller, Reseller may terminate the Agreement as provided in Article 3; should Reseller so terminate, the changes IMCF has announced shall nevertheless become effective.
  3. In addition to its other remedies under this Agreement and applicable law, IMCF may discontinue or change the Services offered in the event of Reseller’s failure to comply with the Agreement provisions.
  4. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

3.0. EFFECTIVE DATE, TERM and TERMINATION

  1. This Agreement shall be effective on the date of execution of this Agreement by representatives of IMCF and Reseller (“Effective Date”), and shall continue during the Term unless terminated in accordance with this Agreement or under one of the following events:
    • Upon the expiration of the initial or any successive Term if Reseller notifies IMCF at least thirty (30) days prior to the expiration of the then current Term that Reseller desires to terminate the Agreement
    • By IMCF notifying Reseller with at least thirty (30) days notice that IMCF desires to terminate the Agreement.(c) Notwithstanding the foregoing, IMCF may immediately terminate the Agreement for “cause” in relation to any or all Services provided by IMCF to Reseller if:
    • In IMCF’s sole discretion it deems that Reseller is in breach of this Agreement and has not remedied such breach within ten (10) days of being notified of such breach by IMCF;
    • A receiver, provisional liquidator, administrator or other like person is appointed over any of Reseller’s undertakings or assets or if Reseller enters into an arrangement with any of its creditors or any class of its creditors or it becomes insolvent or otherwise are unable to pay its debts when they fall due; and,
    • In IMCF’s sole discretion it deems that Reseller is in material non-compliance with the practices, policies and handling of Client Data, or the standards and business practices of IMCF reseller as defined by IMCF.

(d) Following notification of a modification to these terms and conditions in accordance with Article 2, Reseller may terminate this Agreement, provided that such termination shall be made within seven (7) days of receiving such notification by giving written notice to IMCF.

  1. Reseller is only eligible for discounts as set forth in Article 16 below during the Term of this Agreement.
  2. This Agreement is effective for twelve (12) months following the Effective Date and renews automatically for successive 12-month terms unless terminated prior to its expiration date by a written termination document executed by either IMCF or the Reseller and provided to the other party prior to such expiration date.

4.0. ENROLLMENT IN IMCF NEWSLETTER

Reseller acknowledges and agrees that IMCF may contact it via email from time to time with newsletter updates and promotions regarding the Services and timely developments.

5.0. SERVICES PROVIDED BY AND OBLIGATIONS OF THE PARTIES

  1. IMCF will provide the following Services and fulfill the following obligations to Reseller:
    1. The Services available to Reseller under this Agreement are as detailed in to this Agreement.
    2. This Agreement is intended to permit Reseller to lease or sell Services provided by IMCF to Reseller’s Clients. It is for the exclusive use of the Reseller specifically named above and does not extend to any other person or entity.
  2. Reseller will provide the following Services to its Clients:
    1. Counsel and advice as to the use of Services.
    2. Client services and support.
  3. Reseller will fulfill the following obligations to IMCF:
    1. Reseller shall consult with IMCF on specific issues that IMCF may identify to Reseller from time to time in connection with the performance of Reseller’s sales force and Client care representatives.
    2. Reseller shall act as the sole point of contact for Clients for all technical queries relating to the provision of Services to the Client. IMCF shall not accept any calls for technical support from Clients.
    3. Reseller shall ensure that all documents required by IMCF to either be delivered to Client or executed by the Client, have been so delivered or executed. Reseller shall complete a Reseller Tradeline Order Form provided by IMCF and forward the same to IMCF prior to or contemporaneous with Reseller’s acquisition of Services from IMCF.
    4. Reseller shall not make any statements, offer any guarantees, or otherwise entice Clients to purchase

Services, which are untrue, misrepresentations, or contrary to IMCF policies or applicable law and regulation.

Reseller shall not represent, warrant or guaranty to any Client that the acquisition of Services will positively impact or improve a Client’s FICO® Credit Score or will enable a Client to obtain a loan or other form of credit.

  1. Reseller shall not make any attempt to secure a physical credit card for any account it acquires from IMCF, nor will Reseller attempt to place a charge upon the account. Reseller will not attempt to contact the cardholder or the card issuing institution. Reseller will obtain contractual commitments from its Clients, and will otherwise use its best efforts to ensure, that they will not attempt to use the account or contact the cardholder or card issuer. Reseller shall be solely responsible for all charges made by Clients upon any credit card account Reseller acquires from IMCF.
  2. Reseller shall not knowingly submit any invalid, fictitious, CPNs or fabricated social security numbers to IMCF. IMCF reserves the right to reject any social security numbers that fail IMCF’s attempt to validate them and/or for which Reseller can provide no verifiable and legitimate explanation. In the event of rejection, IMCF will not perform the addition of an Authorized User trade line for the prospective client, and no refund will be made to the client or Reseller.
  3. At its sole discretion, IMCF will grant a full cash refund for the purchase of a tradeline(s) if the history of that tradeline(s) fails to report to at least one (1) of the client’s three (3) credit reports. In order for a refund to be granted, a representative of ImproveMyCreditFitness.com must receive written notification from the Reseller of any non-reporting tradelines purchased with the expectation of the tradeline’s history reporting to their Client’s credit report(s). This notification must be received by IMCF NO MORE THAN 14 CALENDAR DAYS FOLLOWING THE FIRST EXPECTED REPORTING DATE of that tradeline to the Client’s credit file(s). If IMCF is informed of a non-reporting tradeline more than 14 calendar days following the first expected reporting cycle, Reseller and Client will be SUBJECT ONLY TO RECEIVING IN-STORE CREDIT equal to the amount paid to IMCF by the Reseller. A CASH REFUND WILL NOT BE GRANTED, if IMCF has not received fair warning of the failure of a tradeline’s history reporting to the client’s credit report(s). This responsibility of the Reseller to provide written notification to IMCF is in addition to the requirement that the Reseller is also responsible to notify IMCF of a non-reporting tradeline within 14 days following the second expected reporting date. If a tradeline fails to report to at least one (1) of the Client’s three (3) credit reports within sixty (60) calendar days following the first expected reporting date of that credit card account to the credit bureaus, and both of these notifications have been given as outlined above, then a full cash refund will be granted, pursuant to Section B.1.c and Section 4 of the Authorized User Lease Agreement. No refund will be made if Lessee is currently a member of LifeLock® or any other company which has placed “fraud alerts” on your credit report that may prevent Broker’s tradelines from reporting to Lessee’s credit report.  No refund will be made if the Lessee is undergoing, or has undergone in the past 60 days prior to the First Estimated Monthly Reporting Date for each card, any form of credit repair, credit sweeping, credit dispute, or any other actions taken to alter the information contained in their credit reports.
  4. Abusing ImproveMyCreditFitness.com “Bust Out Fraud” is a concern in the banking industry that ImproveMyCreditFitness.com does not support. ImproveMyCreditFitness.com controls its exposure and risk to Bust Out Fraud by restricting all Authorized Users whose credit reports display a “blank” or extremely limited history, where the AU has less than 24 months of primary credit user history, to being added only to the tradelines in our inventory that are less than $1,000 Retail Price. This restriction is decided wholly and unilaterally at the discretion of ImproveMyCreditFitness.com. If an Authorized User, or a client of a Reseller is found to have a blank file, as determined by ImproveMyCreditFitness.com, the Authorized User/Reseller Client will be given the option of selecting tradelines at or below the $1,000 Retail Price.
  5. It is the Reseller’s responsibility to provide the Broker with all requested identification documentation within 24 hours of being requested by the Broker. Examples of this documentation may include, but are not limited to, copies of the front and back of the Lessee’s Driver’s License, front and back of Social Security Card, functional credit monitoring website login information (to include Lessee’s user ID and password), the Consent Based Social Security Number Verification Request Form, or any other supplemental documentation that the Broker may request. Should the Reseller fail to provide the requested documentation to the Broker within 24 hours of being requested, the Broker may change the Lessee’s First Estimated Reporting Date to the next available Estimated Monthly Reporting Date. Additionally, the Reseller agrees that at the sole discretion of the Broker, the fee, or a portion thereof, that the Reseller paid to the Broker to add an Authorized User to credit card(s) under its portfolio, may be surrendered to the Broker to compensate the Broker for its loss of use for the spot(s) on each card the Lessee ordered.”.

6.0. CLIENT FORMS AND CONTRACTS

  1. Reseller acknowledges and agrees that Clients shall lease or purchase Services under contracts with Reseller and that IMCF shall not have any contractual interest or obligations in such Client relationships.
  2. Reseller shall determine the terms and conditions of the lease or sale of Services to Clients; provided, however, that Reseller shall require as a condition to the provision of any Services to a Client that such Client execute a contract in a form not materially less protective of IMCF than IMCF’s standard terms and conditions for its Services, as the same may be amended from time to time, a copy of which can be found at IMCF’s secure website.
  3. Reseller will complete and transmit to IMCF a completed Reseller Tradeline Order Form for each Client.
  4. Reseller will maintain Client records for three (3) years from the date of the Client’s purchase of Services.

7.0. WARRANTIES.

  1. IMCF does not extend to Reseller or to any Client any warranty or guarantee that the acquisition of Services will positively impact or improve a Client’s FICO® Credit Score. IMCF shall utilize its best efforts to maintain acceptable performance of Services, but IMCF makes absolutely no warranties with respect to Services whatsoever, express or implied, including warranty of merchantability or fitness for a particular purpose.

8.0. INDEMNITY AND LIMITS OF LIABILITY

  1. Reseller will indemnify and hold harmless IMCF and its employees, agents and sub-contractors, against any claims or liabilities (this includes any judgment, liability, loss, costs claims or damage; including litigation costs and reasonable legal fees, and excluding indirect or special losses or profits, business revenue, goodwill or anticipated savings, consequential or indirect loss) resulting from or arising out of Reseller’s use of Services or any other obligation under the Terms and Conditions or the Agreement, or any breach of your obligations under these Terms and Conditions or the Agreement.
  2. IMCF assumes no liability for any loss, injury, claim, liability or damage of any kind including loss of business, lost profits, lost data, or failure of security resulting in any way from Reseller’s use of Services, including without limitation any errors or omissions, any content, any delay or failure of performance, or the unavailability or interruption of service. Accordingly, IMCF shall not be liable for direct, indirect, special, incidental, consequential, punitive or exemplary damages of any kind whatsoever, whether or not foreseeable (including, without limitation, attorney’s fees) in any way due to, resulting from, or arising in connection with Services or the failure of a party to perform its obligations, regardless of any party’s negligence. Termination of the Agreement shall be Reseller’s sole and exclusive remedy for any and all damages or injury.

9.0. ACKNOWLEDGEMENT OF REGULATORY ENVIRONMENT

  1. Reseller acknowledges that the use of authorized user positions on credit card accounts and the corresponding reporting of these tradelines to improve consumer FICO® Credit Scores is controversial and may be subject to current or future regulatory control or litigation.
  2. Reseller is solely responsible for Reseller’s compliance with all applicable statutes, regulations and rules which govern its activities as a Reseller.
  3. Though IMCF, through its network, will attempt to monitor this dynamic regulatory environment and provide its Resellers with timely notice of statutory and regulatory changes which may impact Services and Reseller’s activities, IMCF shall not be responsible for notifying Reseller of changes in any applicable statues or regulations. Reseller is encouraged to maintain current awareness of the legal environment and to not rely upon IMCF for that awareness. Reseller should utilize knowledgeable legal counsel to ensure compliance with the regulatory environment as to its interactions with its Clients.

10.0. INDEPENDENT CONTRACTOR

  1. Reseller is an independent contractor of IMCF, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Reseller has no authority to make or accept any offers or representations on IMCF’s behalf. Reseller will not make any statement that reasonably would contradict anything in this clause.

11.0. CONFIDENTIALITY

  1. All Confidential Information shall be deemed to have been furnished to the other Party in confidence and shall remain the exclusive property of the disclosing Party both during and after the Term of this Agreement. Each Party shall maintain in trust and confidence all Confidential Information which it may (i) develop or accumulate for the disclosing Party during the Term of this Agreement or (ii) acquire from the disclosing Party at any time, and will not during the Term of this Agreement or thereafter, use the disclosing Party’s Confidential Information for its own benefit or disclose or permit any of its employees or agents to disclose the Confidential Information to any other person; provided, however, that the recipient Party may disclose the disclosing Party’s Confidential Information to such employees, agents and Affiliates of the recipient Party who need to know such Confidential Information for the purpose of effectuating this Agreement and who have been informed of and have agreed to protect the confidential nature of such Confidential Information. For purposes of this Article 12, the term “Party” shall include the Party’s Affiliates.
  2. Nothing in this Agreement shall prohibit or limit either Party’s use of information which:
    • is now, or hereafter becomes, publicly known or available through lawful means;
    • is rightfully in recipient’s possession, as evidenced by recipient’s records;
    • is disclosed to recipient without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction);
    • is independently developed by recipient without any breach of this Agreement; or
    • is the subject of a written permission to disclose provided by the disclosing party. In the event either Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other Party, it shall, to the extent reasonably practicable and lawfully permitted, provide prompt notice to the other Party of such receipt and permit the other Party an opportunity to obtain a protective order with respect to such Confidential Information.
  3. Upon the termination or expiration of this Agreement, or upon request from the disclosing Party, the non-disclosing Party shall return all Confidential Information to the disclosing Party or destroy all Confidential Information and certify in writing that it has returned or destroyed all such information to the disclosing Party and has not kept any copies of the Confidential Information. The obligation of each Party with respect to the Confidential Information shall survive the termination or expiration of this Agreement for a period of three (3) years.
  4. Reseller agrees to implement administrative, physical and technical safeguards to protect its Client’s personal information which may come into its possession. Reseller will protect Client Data in such a way as to ensure its security and confidentiality; protect the data from anticipated threats and hazards, while maintaining its integrity; and, prevent unauthorized access to Client Data. The Reseller shall be familiar with the Payment Card Industry Data Security Standard and shall conduct its business affairs in accordance with the standard.

12.0. PUBLICITY.

No publicity, including, but not limited to press releases, concerning this Agreement, Services provided hereunder, and/or the relationship between the parties by either party, shall be issued by either party without the prior written consent of the other party which shall not be unreasonably withheld.

13.0. INTELLECTUAL PROPERTY.

  1. Each party acknowledges that the other party, and its Affiliates own and retain all trademarks, service marks, trade names, logos, designations, copyrights and other proprietary rights in or associated with the other party, its Affiliates, as applicable, and agrees that it will not at any time during or after the Term of this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any trademark, service mark, trade name, logo, designation or copyright belonging to or licensed to the other party, its Affiliates, (including, without limitation, any act or assistance to act which may infringe or lead to the infringement of any of the proprietary rights

of the other party, its Affiliate).

14.0. BILLING

  1. Resellers who acquire Services through the IMCF Reseller Program will be deemed to be Clients of IMCF.

Accordingly, all of IMCF’s operating procedures concerning Client applications, Client service and leasing or sale of Services will apply to those Clients. IMCF may change its policies and operating procedures at any time.

  1. IMCF will bill Reseller for all Services acquired by Reseller under this Agreement, and fees for actual Authorized User positions on tradelines will be due upon order acceptance by IMCF. Reseller’s bill will detail each Service to allow Reseller to identify which Service charges are attributable to each of Reseller’s Clients, provided that such information is provided to IMCF at the time that each Service is first leased or purchased. Regular recurring charges will be billed in advance and variable usage charges will be billed in arrears.
  2. Bills for partial periods shall be prorated.
  3. Reseller is responsible for payment of all fees to IMCF in relation to all Services acquired by Reseller. In the event that Reseller fails to pay for the Services, or in the event there shall exist any delinquency in the account then, in such event, IMCF reserves the right, in its sole, absolute and unfettered discretion, to terminate this Agreement and/or discontinue service to Reseller without notice or liability for actual, compensatory or consequential damages to Reseller or Clients for the interruption in service. IMCF may, in its sole and absolute discretion, discontinue or suspend service to Reseller and Reseller’s Clients until payment is made.
  4. Clients who acquire Services from Reseller pursuant to this Reseller Agreement shall be deemed to be Clients of Reseller. Reseller shall be solely responsible for billing and collection of fees from its Clients.

15.0. FEE STRUCTURE.

  1. Resellers shall receive a 10% discount from the regular price listed for a Client leasing an authorized user position from the IMCF website.
  2. IMCF shall have no obligation to provide Services directly to Reseller’s Clients at any time.

 

16.0 LICENSING AND USE OF IMCF TRADEMARKS

  1. Reseller shall not identify IMCF as the provider of Services under this Agreement.
  2. Reseller shall not use, alter, modify or change any IMCF graphics or logos, trade names, trademarks and similar identifying material relating to IMCF for any purpose.

17.0. IMCF’S ONGOING ACTIVITIES.

  1. The parties acknowledge and agree that during the Term of this Agreement IMCF will conduct sales and marketing activities (including through or in cooperation with other resellers) with respect to services that are the same as, or similar to, Services offered to Reseller under this Agreement. The parties acknowledge that no agreement has been reached between the parties to make any division of area in which they will both be conducting sales, whether by Client, industry, or geographical location.
  2. IMCF agrees not to make any direct sales approaches to Reseller’s Clients without Reseller’s express written agreement except when
    • Reseller is placed into administration or receivership or is declared bankrupt;
    • Reseller’s account with IMCF becomes overdue by more than 30 days; or,
    • This Agreement is terminated by IMCF for cause as set forth in Section 3.01(c) above.

In such event, IMCF reserves the right to approach the Clients and offer to form a direct contractual relationship with such Clients.

18.0. INDEPENDENT INVESTIGATION

  1. Reseller acknowledges that it has read this Agreement and agrees to all its terms and conditions. Reseller understands that IMCF may at any time (directly or indirectly) solicit Clients for services other than the Services offered to Reseller under this Agreement. Reseller has independently evaluated the desirability of participating in the IMCF Reseller Program and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
  2. Reseller acknowledges the dynamic regulatory environment in which the IMCF Reseller Program operates, as discussed above; Reseller has conducted its own independent investigation of the compliance of the IMCF Reseller

Program within that environment; in evaluating the compliance and advisability of the IMCF Reseller Program, Reseller has not relied upon any representations of IMCF, its officers, employees, or of IMCF’s contracted professionals – lawyers, accountants, etc.; Reseller’s independent investigation and judgment has been the sole basis for its reliance in determining the advisability of entering into this relationship with IMCF.

19.0. FORCE MAJEURE

  1. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, war, fire, natural disaster, accident, act of government, strikes, unavailability of material, any failure of a third party provider to supply goods or services associated with or comprising a Service, shortages of or failure to deliver tradelines not attributable to an act or failure to act of the party seeking the protection of the force majeure or any other cause beyond the reasonable control of such party (“Force Majeure”), provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof. In the event of such a Force Majeure, the time for performance or cure shall be extended for a period equal to the duration of the Force Majeure.
  2. The parties acknowledge that the availability of consumer tradelines to be used in the manner undertaken by IMCF is subject to both regulatory changes in governmental agencies and the contractual relationship between the holder

of a tradeline and his/her financial/issuing institution. These third party relationships and conditions are

encompassed within the scope of Force Majeure and may frustrate in whole or part the IMCF Reseller Program and adversely affect the continued availability and viability of the Services. In such an event, this Agreement will terminate and all fees currently held by IMCF, for any and all clients whose services have not yet been rendered, will be returned to Reseller.

20.0. NOTICES

  1. Notices under this Agreement shall be in writing and shall be deemed given when delivered
    • personally,
    • by e-mail (with confirmation of receipt),
    • by overnight mail or conventional mail (registered or certified, postage prepaid with return receipt requested). Notices shall be addressed to the parties at the addresses appearing below their signatures on this Agreement, but each party may change the address by written notice in accordance with this paragraph.
  2. Contact Information for IMCF.
    • Name: Improve My Credit Fitness
    • Street Address: 500 S FEDERAL HWY SUITE 421
    • City, State and Zip: HALLANDALE BEACH, FL 33008
    • URL: www.ImproveMyCreditFitness.com
    • E-Mail: Info@ImproveMyCreditFitness.com
    • Phone: 800-827-3915
  3. Contact Information for Reseller.
    • Name:
    • Street Address:  
    • City, State and Zip:  
    • URL:  
    • E-Mail:  
    • Phone:  

 

21.0. BINDING EFFECT

This Agreement shall be binding upon and inure to the benefit of the heirs, personal representative, successors or assigns of the parties hereto; provided that Reseller shall not, without the express written consent of IMCF, assign or otherwise transfer, by operation of law or otherwise, this Agreement or any of Reseller’s rights or obligations hereunder. For purposes of this Agreement, in the event that Reseller is an entity, transfer shall include the sale of substantially all of Reseller’s assets or equity to a third party or a change of control of Reseller’s ownership by fifty percent (50%) or more. IMCF shall have the right freely to assign or otherwise transfer this Agreement or IMCF’s rights or obligations under this Agreement.

22.0. COUNTERPARTS/FACSIMILE OR ELECTRONIC SIGNATURES

This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. A facsimile copy or other electronically transmitted copy of a signature on this Agreement shall be acceptable and deemed to be an original signature.

23.0. CONSTRUCTION

This Agreement is a product of the negotiation of the parties. This Agreement shall not be construed in favor of, or against, any party hereto. Reseller has read and completely understands this Agreement and has had an opportunity to consult with an attorney or representative of his or its choice, at Reseller’s expense, prior to Reseller signing this Agreement. Reseller enters into this Agreement freely, voluntarily and without coercion or promise not contained herein.

24.0. ELECTRONIC SIGNATURE

“In accordance with the The Electronic Signatures in Global and National Commerce Act (ESIGN, Pub.L. 106–229, 114

Stat. 464, enacted June 30, 2000, 15 U.S.C. ch. 96, you agree that by typing your name or initials into this document, (or instructing your agent to do so) you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By typing your name into this document, you consent to be legally bound by this Agreement’s terms and conditions. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide ImproveMyCreditFitness.com instructions, or in accessing or making any transaction regarding any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as “E-Signature”), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and ImproveMyCreditFitness.com. You also represent that you are authorized to enter into this Agreement and that you agree to be bound by the terms of this Agreement. You further agree that each use of your E-Signature in obtaining services from ImproveMyCreditFitness.com constitutes your agreement to be bound by the Electronic Payment Terms and Conditions, which can be found at www.ImproveMyCreditFitness.com, as they exist on the date of your E-Signature.

 

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Signed by Improve My Credit Fitness
Signed On: August 3, 2021


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Document name: Non-Exclusive Reseller Agreement
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