Affiliate Terms and Conditions

Effective date: January 25, 2022

These are the Terms and Conditions govern the rights and obligations of you (the “Affiliate”) and Invelo, Inc. (“Invelo”) with respect to Invelo and Affiliate’s agreement that Affiliate provide services related to the business development, promotion and marketing of business and services to clients and potential clients of the Affilate (the “Agreement”), as further described herein:

  1. Affiliation. Per the terms of this Agreement, the Affiliate agrees to market and provide information of Invelo to prospective Clients, in a manner that included, but not be limited to the following services: a) provide a link from its own website to the Invelo website as provided by Invelo; b) provide true, fair and accurate information to prospective clients regarding Invelo’s business and services provided by Invelo; and c) comply with any business-related instructions or directions given to the Affiliate by Invelo in carrying out the services provided herein

  2. Compensation. Any compensation to be received by the Affiliate is subject to the Affiliate’s full compliance with its obligations under this Agreement and as disclosed in the Affiliate portal.

  3. Term: This Agreement is effective until terminated by Invelo or the Affiliate subject to the provisions of Section 11 of this Agreement.

  4. Independent Contractor. The relationship between the Affiliate and Invelo shall, at all times, remain that of an independent contractor and nothing in this contract shall be construed as creating in any respect or for any purpose the relationship of employer and employee between Invelo and the Affiliate. Affiliate, as an independent contractor, agrees and represents that it has: 1) the right to perform services required by this Agreement; and 2) the sole right to control and direct the means, manner, content and method by which such services/obligations of this Agreement will be performed. Affiliate shall not be required by Invelo to devote full-time to the performance of the services/obligations of this Agreement.

    The Affiliate shall bear its own costs for its operations and shall be solely responsible for the payment of all its personnel, marketing, communication, administration and other overhead expenses, taxes and/or charges and/or fees and duties arising from the provisions of this Agreement.

  5. Invelo Obligations. Invelo shall use its reasonable efforts to provide the Affiliate with the information the Affiliate reasonably requests in writing in order to carry out its duties under this Agreement, to include but not be limited to information and materials about Invelo’s services

  6. Use of Trademarks. The Parties recognize each other’s rights in their respective trademarks, trade names, service marks, logos and/or other branding materials (collectively, Trademarks). Throughout the Term of this Agreement, each party hereby agrees and permits each other to 2 use such Trademarks for marketing purposes carrying out the obligations of this Agreement. Each Party hereby acknowledges and agrees that, as between the Parties, the other Party is the owner of its Trademarks. The Parties further agree it not to use the Trademarks in a manner that will impair the name or jeopardize the goodwill or the reputation of either Party. Invelo may update or change a Trademark at any time by written notice to the Affiliate.

  7. Proprietary Information. Proprietary information, under this Agreement, shall include: The product of all work performed under this Agreement (“Work Product”), including without limitation, all curriculum, published materials, reports, lectures, videos, recordings, deliverables and publications, and further including all audiovisual, literary rights and copyrights, patent rights, trade secret rights and other proprietary rights therein. Affiliate retains no right to use the Work Product and agrees not to challenge the validity of the Invelo’s ownership in the Work Product. Invelo will be entitled to use Affiliate’s name and/or likeness in advertising and other materials.

  8. Confidential Information. Confidential information, under this Agreement, shall include, but is not limited to: the written, printed, graphic, or electronically recorded materials furnished by Invelo for Affiliate to use; Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Invelo makes reasonable efforts to maintain the secrecy of business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information; and information belonging to customers, vendors and suppliers of the Invelo about whom the Affiliate gained knowledge as a result of the Affiliate’s services to the Invelo. Upon termination of the Affiliate’s services to the Invelo, or at the Invelo’ request, the Affiliate shall deliver to the Invelo all materials in the Affiliate’s possession relating to the Invelo’ business.

  9. Confidentiality. The Affiliate acknowledges that disclosure of the to a third party or misuse of proprietary or Confidential Information would irreparably harm the Invelo. Accordingly, the Affiliate will not disclose or use, either during or after this Agreement, any proprietary or confidential information of Invelo, to include but not be limited to the terms and conditions of this agreement as well as the Confidential Information as defined above, without Invelo’ prior written permission except to the extent necessary to perform services on the Invelo’ behalf. Affiliate agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the confidential information of the other party.

  10. Affiliate Representations. The Affiliate represent that it has no agreements with, or obligations to, others which are inconsistent with the availability to act as an Affiliate to Invelo in accordance with this Agreement. Affiliate also represents that the work performed under this Agreement will not infringe the intellectual property rights of any third party and that it shall indemnify and hold Invelo harmless from and against any liability or damage claim arising from such infringement.

  11. Resignation/Termination. At the sole discretion of Invelo, the Affiliate’s services under this Agreement shall terminate under the following circumstances:

    • a. Voluntary Resignation. Affiliate may voluntarily resign as an Affiliate at any time upon written notice to Invelo.
    • b. Termination for Cause. This Agreement may be terminated for Cause without further liability on the part of Invelo and shall be effective on the date set for termination in the written notice to the Affiliate member. The following shall constitute “Cause” for such termination:

      • i.

        Affiliate involvement in a crime involving moral turpitude, deceit, dishonesty or fraud that has caused or is reasonably likely to cause harm to the Invelo;

      • ii.

        Affiliate’s gross negligence or willful misconduct of Affiliate with respect to Invelo which causes harm to Invelo;

      • iii.

        Affiliate’s willful and continued failure to substantially perform the duties and responsibilities assigned or delegated under this Agreement;

      • iv.

        any intentional act of dishonesty, deceit, fraud, moral turpitude, misconduct, breach of trust or acts intentionally against the financial or business interests of Invelo by the Affiliate;

      • v.

        the material breach by the Affiliate of any of Affiliate’s obligations under this Agreement.

    • c. Termination without Cause. Affiliate member employment under this Agreement may be terminated without Cause upon written notice to the Affiliate member, without any further liability on the part of Invelo.
    • d. Effect of Resignation/Termination. Affiliate that voluntarily resigns from Invelo or are termination under sections (b) and (c) above, Affiliate will be compensated the prorated value of their compensation through the date of termination.

  12. No Ownership Interest. This Agreement does not create any ownership, membership or partnership relationship between the Affiliate and Invelo. Invelo retains full ownership in Invelo. Affiliate shall have no authority to enter into contracts on Invelo’ behalf.

  13. No Right to Assignment. This Agreement and any benefits contained herein are not assignable by either party.

  14. Severability. This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.

  15. Breach Waiver. Any waiver by Invelo of a breach of any section of this Agreement by Affiliate shall not operate or be construed as a waiver of any subsequent breach by Affiliate.

  16. Marketing/Advertising. The Affiliate agrees not to use Invelo’s name in connection with any advertising or promotion outside the work performed under this Agreement without Invelo’s written consent.

  17. No Right to Future Contracts. By entering into this Agreement it shall not obligate the Parties to agree to any subsequent request for services or to any volume of business during the term of the policy.

  18. Consent to Jurisdiction; Interpretation. This Agreement will be deemed to be made and entered into in the Commonwealth of Massachusetts and will in all respects be interpreted, enforced and governed under the substantive laws of such State, without giving effect to choice of law principles. To that extent, the Contributor consents to personal jurisdiction and venue in the Federal and State courts situated within or for the Commonwealth of Massachusetts, and waives any objection that the Contributor might have to personal jurisdiction or venue in those courts.

  19. Entire Agreement. This Agreement constitutes the entire agreement between the Employer and the Contributor with respect to the subject matters contained herein and supersedes all prior representations and agreements with respect to such subject matters. This Agreement may not be amended, modified or waived except by a written instrument duly executed by the person against whom enforcement of such amendment, modification or waiver is sought. The failure of either party to require the performance of any portion or provision of this Agreement, or the waiver by either party of any breach of this Agreement, in any particular case will not prevent any subsequent enforcement of such portion or provision or to be deemed a waiver of any separate or subsequent breach.

  20. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

  21. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing, hand delivered or sent by certified mail to the address set forth below, and to the Employer at 90 Glenn Street, Lawrence, MA 01843, Attn: Justin Silverio, President; provided that the Employer may change such designation of notice by notice to the Contributor. During the period of the Contributor’s services, a notice to the Contributor shall also be sufficient if delivered to the Contributor at the Contributor’s business email address assigned by the Employer.