Novitas Technology LLC | EverAssist Platform
Effective Date: June 27, 2026 novitastechnology.us | [email protected]
IMPORTANT NOTICE
THIS AFFILIATE AGREEMENT ("Agreement") IS A LEGALLY BINDING CONTRACT BETWEEN YOU ("Affiliate") AND NOVITAS TECHNOLOGY LLC ("Company," "we," "us," or "our"). BY EXECUTING THIS AGREEMENT, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS SET FORTH HEREIN. YOUR REFERRAL LINK WILL NOT BE ACTIVATED UNTIL THIS AGREEMENT IS FULLY EXECUTED. NO COMMISSION WILL BE PAID ON ANY REFERRAL MADE PRIOR TO EXECUTION OF THIS AGREEMENT AND ACTIVATION OF YOUR REFERRAL LINK.
1. DEFINITIONS
As used in this Agreement, the following terms have the meanings set forth below:
"Affiliate" means the individual or business entity that executes this Agreement and participates in the Novitas Partner Alliance program.
"Affiliate Account" means the NPA account, unique Affiliate Link, referral history, upline position, pass-up cycle position, and all associated Commission records assigned to the Affiliate within the NAPA System.
"Affiliate Link" means the unique tracking URL assigned to the Affiliate by Novitas Technology LLC upon execution of this Agreement and activation of the Affiliate's NPA account, through which Referred Clients are tracked and attributed to the Affiliate.
"Clawback Period" means the period during which Novitas Technology LLC may recover previously paid Commissions upon the discovery of a disqualifying event, as defined in Section 5.6.
"Commission" means the compensation earned by an Affiliate in connection with a Qualified Referral, as defined and calculated under Section 5 of this Agreement.
"Dominion OS" means the custom-priced EverAssist subscription tier handled personally by Novitas Technology LLC leadership. Dominion OS referrals are subject to separate commission terms as specified in Section 5.4.
"EverAssist" means the AI-powered follow-up and voice agent platform offered by Novitas Technology LLC across the Solopreneur, Momentum Edge, Authority Vault, and Dominion OS subscription tiers.
"NPA" or "Novitas Partner Alliance" means the affiliate program operated by Novitas Technology LLC through which Affiliates earn Commissions for referring new clients to EverAssist.
"NAPA System" means the internal affiliate management and commission tracking infrastructure operated by Novitas Technology LLC to administer the NPA program.
"Orphaned Affiliate" means an Affiliate whose sponsoring upline affiliate account has been terminated, suspended, or is otherwise inactive at the time a pass-up commission event occurs.
"Pass-Up Commission" means the third-referral commission that an Affiliate passes up to their sponsoring upline affiliate under the permanent 3rd-referral pass-up model described in Section 5.2.
"Qualified Referral" means a new EverAssist subscriber who (a) was referred through the Affiliate's active and assigned Affiliate Link, (b) completes a subscription purchase for any EverAssist tier, (c) has not previously been a registered EverAssist client, and (d) is not an existing contact, lead, or prospect already in the Novitas Technology LLC CRM at the time of referral.
"Referred Client" means an individual or business entity who becomes a Qualified Referral under this Agreement.
"Restricted Terms" means any of the following search terms and all variations, misspellings, and combinations thereof: EverAssist, Novitas Technology, Novitas Technology LLC, novitastechnology.us, everassist.pro, NovaCore360, and any brand name, product name, or trademark used by Novitas Technology LLC in connection with the EverAssist platform, whether now existing or hereafter adopted.
2. ENROLLMENT AND ACTIVATION
2.1 Agreement Required Before Activation
Participation in the NPA is conditioned upon full execution of this Agreement. No referral link will be issued, activated, or tracked prior to the date on which this Agreement is fully executed by the Affiliate. Novitas Technology LLC will not pay Commission on any referral, regardless of how it was made or tracked, that occurred prior to the Affiliate's execution of this Agreement and the activation of a valid Affiliate Link assigned to that Affiliate.
2.2 Auto-Enrollment for EverAssist Clients
All active EverAssist subscribers are automatically enrolled in the NPA upon purchase of any EverAssist subscription tier. Auto-enrollment does not activate an Affiliate Link or create any Commission entitlement. The Affiliate Link will be activated only upon the Affiliate's full execution of this Agreement. Auto-enrolled EverAssist clients who do not execute this Agreement will not earn Commission on any referrals.
2.3 Eligibility
To participate in the NPA, the Affiliate must:
Be at least 18 years of age
Have the legal capacity to enter into a binding contract
Have a valid payment account capable of receiving Commission payments as specified by Novitas Technology LLC
Maintain an active EverAssist subscription or receive written authorization from Novitas Technology LLC to participate as a non-subscriber affiliate
Comply with all applicable federal, state, and local laws governing affiliate marketing, endorsements, and advertising disclosures
Not be the subject of any pending FTC investigation, state attorney general inquiry, or consumer protection enforcement proceeding at the time of execution
2.4 NPA Growth Administration
The NPA is administered by Novitas Technology LLC. Marcus, as NPA Growth Manager, is responsible for day-to-day NPA growth operations, affiliate onboarding support, and affiliate communication on behalf of Novitas Technology LLC. Marcus's authority is limited to NPA growth and administrative functions. Commission disputes, Agreement modifications, account terminations, and audit actions are handled exclusively by Novitas Technology LLC.
3. AFFILIATE OBLIGATIONS
3.1 Compliance with Applicable Law
The Affiliate is solely responsible for ensuring that all marketing, promotional, and referral activities conducted in connection with the NPA comply with all applicable federal, state, and local laws and regulations, including without limitation:
The Federal Trade Commission Act (15 U.S.C. § 45) and the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255)
The CAN-SPAM Act (15 U.S.C. § 7701 et seq.)
The Telephone Consumer Protection Act (47 U.S.C. § 227) and all applicable FCC regulations
All applicable state consumer protection, deceptive trade practices, and telemarketing statutes
All applicable state and federal income disclosure and business opportunity laws
3.2 FTC Endorsement and Disclosure Requirements
The Affiliate must clearly, conspicuously, and prominently disclose their material connection to Novitas Technology LLC in all marketing, promotional, social media, email, video, podcast, and other content in which they promote EverAssist or the NPA. This disclosure must appear in close proximity to any endorsement, testimonial, or promotional claim and must be in plain language that a reasonable consumer would understand.
Required disclosure language (or substantially equivalent language approved in advance by Novitas Technology LLC in writing):
"I am an affiliate of Novitas Technology LLC and may earn a commission if you purchase through my link."
This disclosure is required in every promotional context without exception, including but not limited to:
Social media posts, stories, reels, and videos
Email marketing campaigns
Blog posts, articles, and written content
YouTube, podcast, and audio content
Paid advertising and sponsored content
Direct messages and personal referrals made in a commercial context
Webinars and live presentations where EverAssist is promoted
Failure to make required FTC disclosures is a material breach of this Agreement and results in immediate termination of the Affiliate's NPA account and forfeiture of all unpaid Commissions.
3.3 Platform-Specific Disclosure Requirements
In addition to the general FTC disclosure requirements in Section 3.2, the Affiliate must comply with the following platform-specific disclosure mechanics:
YouTube: Each video in which EverAssist is promoted must contain the word "Ad," "Advertisement," "Promotion," or "Paid Partnership" displayed within the video itself in a font size clearly recognizable to the viewer, appearing persistently throughout the length of the video in the top right-hand portion of the video. YouTube's built-in paid promotion disclosure checkbox must also be activated.
Instagram: Each Instagram post, story, or reel promoting EverAssist must use Instagram's native "Paid Partnership" disclosure tool and must include #ad in a clear and conspicuous location before the "More" button in the description.
Facebook and X (formerly Twitter): All posts must include #ad in a clear and conspicuous location before any promotional content.
TikTok: All videos must use TikTok's native branded content toggle and must include #ad in the caption before the "More" cutoff.
All platforms: Each post promoting EverAssist must include the hashtag #NovitasTechnology in the caption or description.
The Affiliate is responsible for monitoring and complying with any changes to platform-level disclosure requirements issued by the FTC or by individual social media platforms. Novitas Technology LLC does not accept responsibility for the Affiliate's failure to comply with platform-level disclosure requirements regardless of whether those requirements change after the execution date of this Agreement.
3.4 Affiliate Responsibility for Marketing Claims
The Affiliate is solely responsible for all claims, representations, and statements made in connection with the promotion of EverAssist or the NPA. Novitas Technology LLC does not authorize, review, or approve Affiliate marketing materials unless the Affiliate has submitted those materials to Novitas Technology LLC in writing and received explicit written approval prior to use.
The following representations are strictly prohibited in all Affiliate marketing materials:
Any guaranteed income, revenue, or earnings claim specific to EverAssist usage
Any representation that results experienced by any specific client are typical, average, or achievable by all users
Any claim that EverAssist will generate a specific number of leads, appointments, sales, or revenue within any time period
Any representation that conflicts with or contradicts the Novitas Technology LLC Income Disclaimer or Terms and Conditions
Any use of Novitas Technology LLC's brand name, trademarks, or logos in a manner not expressly authorized in writing by Novitas Technology LLC
Any claim that the Affiliate is an employee, officer, or authorized representative of Novitas Technology LLC
Any use of Novitas Technology LLC's proprietary materials, scripts, training content, or intellectual property without prior written authorization
Any disparaging, defamatory, or misleading statements about Novitas Technology LLC, its products, its officers, or its employees
The Affiliate acknowledges that any claim made in the Affiliate's marketing materials that violates the above restrictions is the Affiliate's sole legal and financial responsibility. Novitas Technology LLC expressly disclaims any liability for claims made by Affiliates in their own marketing materials, and the Affiliate agrees to defend, indemnify, and hold harmless Novitas Technology LLC from any claim, regulatory action, fine, or legal proceeding arising from the Affiliate's marketing activities.
3.5 Income Disclaimer Incorporation
The Affiliate's promotional materials must incorporate or link to the Novitas Technology LLC Income Disclaimer wherever income, earnings, results, or business outcomes are referenced. The Income Disclaimer is available at novitastechnology.us. Where the Affiliate references specific income figures, client case studies, or earnings examples, the following disclaimer must appear in clear and conspicuous font and placement immediately adjacent to those figures:
"These results reflect my individual experience. Your results may differ. There is no guarantee you will generate any specific level of income or business results using EverAssist."
Use of specific income figures, client case studies, or earnings examples without the Income Disclaimer prominently displayed constitutes a material breach of this Agreement.
3.6 Non-Disparagement
The Affiliate agrees that during the term of this Agreement and for a period of three (3) years following termination, the Affiliate will not make, publish, communicate, or cause to be made any defamatory, disparaging, or false statement about Novitas Technology LLC, its products or services, its officers, employees, or agents, in any medium including but not limited to social media, blogs, forums, podcasts, videos, review platforms, or direct communications to third parties. The Affiliate further agrees not to make negative statements about any competitor of Novitas Technology LLC for the purpose of promoting EverAssist unless such statements are demonstrably true and not misleading. A violation of this section constitutes a material breach of this Agreement and entitles Novitas Technology LLC to seek injunctive relief in addition to any other available remedy.
3.7 FTC and Government Investigation Disclosure
The Affiliate represents and warrants that, as of the date of execution of this Agreement, there are no pending or threatened investigations, inquiries, enforcement proceedings, or lawsuits against the Affiliate by the Federal Trade Commission, any state attorney general, any other federal or state regulatory authority, or any private party relating to alleged consumer protection violations, deceptive trade practices, false advertising, income claims, or affiliate marketing practices.
If the Affiliate becomes the subject of any such investigation, inquiry, enforcement proceeding, or lawsuit at any time after the execution of this Agreement, the Affiliate must notify Novitas Technology LLC in writing at [email protected] within twenty-four (24) hours of becoming aware of such action. Novitas Technology LLC reserves the right, in its sole discretion, to immediately suspend or terminate the Affiliate's NPA account upon receipt of such notice or upon independent discovery of any such proceeding, without liability to the Affiliate for any unpaid Commissions.
3.8 Complaint Notification
The Affiliate must notify Novitas Technology LLC in writing at [email protected] within twenty-four (24) hours of receiving any complaint, demand letter, or legal notice from any third party regarding the Affiliate's marketing or promotional activities in connection with the NPA or EverAssist. The notification must include a complete copy of the complaint or communication. Failure to provide timely complaint notification is a material breach of this Agreement and may result in termination and forfeiture of unpaid Commissions. Timely complaint notification is a condition precedent to the Affiliate's right to seek indemnification from Novitas Technology LLC for any third-party claim.
3.9 Prohibited Marketing Practices
The following marketing and promotional practices are strictly prohibited and constitute grounds for immediate termination of this Agreement without Commission payment:
Spam email campaigns, unsolicited SMS, or any communication that violates the CAN-SPAM Act or TCPA
Paid search advertising using Restricted Terms on any platform including Google, Bing, Meta, YouTube, or any other search or content network, without prior written authorization from Novitas Technology LLC
Bidding on Restricted Terms in any variation, misspelling, or combination, or using Restricted Terms in ad titles, ad copy, display names, or display URLs
Direct linking to any Novitas Technology LLC sales page from any paid advertising campaign
Creation of websites, landing pages, or social profiles that impersonate or could be confused with official Novitas Technology LLC properties
Cookie stuffing, click fraud, redirect manipulation, pop-up interception, or any other manipulation of the tracking or attribution system
Self-referrals or referral of individuals under the Affiliate's direct control for the purpose of generating artificial Commission
Offering cash rebates, unauthorized discounts, or unauthorized incentives in connection with EverAssist purchases
Use of toolbars, browser plug-ins, browser extensions, or add-ons that intercept, divert, or redirect internet traffic in connection with NPA referral tracking
Framing, mirroring, or replicating any Novitas Technology LLC website or sales page
Negative advertising targeting competitors that includes false, misleading, or unsubstantiated claims about EverAssist
Novitas Technology LLC maintains a zero-tolerance policy on paid search trademark bidding using Restricted Terms. Upon discovery of a Restricted Terms bidding violation, the Affiliate's Commission balance will be reduced to zero for a minimum of the preceding thirty (30) days without prior notice, and the Affiliate's account may be terminated at Novitas Technology LLC's sole discretion.
4. NOVITAS TECHNOLOGY LLC OBLIGATIONS
4.1 Affiliate Link Activation
Upon full execution of this Agreement, Novitas Technology LLC will activate the Affiliate's unique Affiliate Link within a commercially reasonable time, not to exceed five (5) business days from the date of execution.
4.2 Tracking and Attribution
Novitas Technology LLC will maintain tracking infrastructure through the NAPA System to attribute Qualified Referrals to the appropriate Affiliate. Tracking is based on the Affiliate Link. In the event of a cookie conflict where a Referred Client has multiple affiliate tracking cookies, the most recently acquired cookie determines attribution. A Referred Client who has been attributed to an Affiliate for more than two (2) months without completing a purchase will not be reassignable to a different Affiliate. No Referred Client may be moved between Affiliate attributions more than one time.
Novitas Technology LLC does not guarantee tracking accuracy in circumstances where the Referred Client clears cookies, uses multiple devices, or accesses the checkout through a path that bypasses the Affiliate Link. Novitas Technology LLC's Commission tracking records are final and binding absent a documented tracking error reported by the Affiliate in writing within thirty (30) days of the applicable transaction date.
4.3 Commission Payment
Novitas Technology LLC will pay Commissions to eligible Affiliates on the 15th of each month following Novitas Technology LLC's receipt of payment from the Referred Client, subject to the qualification requirements and pass-up model in Section 5. If the 15th falls on a weekend or federal holiday, payment will be made on the preceding business day. All Commission payments are in U.S. dollars. Commissions are calculated on fees actually received by Novitas Technology LLC, net of any applicable sales taxes or processing fees.
5. COMMISSION STRUCTURE
5.1 Standard Commission
Affiliates earn a Commission on each Qualified Referral that results in a completed EverAssist subscription purchase. Commission rates by tier are established by Novitas Technology LLC and communicated to Affiliates through the NPA dashboard or official NPA communications. Novitas Technology LLC reserves the right to adjust Commission rates prospectively upon thirty (30) days' written notice to active Affiliates. Commission rate adjustments do not apply retroactively to Qualified Referrals already tracked and attributed prior to the effective date of the adjustment.
Commissions are earned on the first recurring subscription payment received from the Referred Client and on each subsequent monthly recurring payment for as long as the Referred Client maintains an active EverAssist subscription, subject to the pass-up model in Section 5.2 and the minimum payment threshold in Section 5.6.
5.2 Permanent 3rd-Referral Pass-Up Model
The NPA operates on a permanent 3rd-referral pass-up commission model. The structure operates as follows:
The Affiliate earns Commission on their 1st Qualified Referral.
The Affiliate earns Commission on their 2nd Qualified Referral.
The Affiliate's 3rd Qualified Referral — and every subsequent Qualified Referral that falls in the 3rd position of a new pass-up cycle — generates a Pass-Up Commission that is paid to the Affiliate's sponsoring upline affiliate rather than to the Affiliate.
Following each Pass-Up Commission event, the cycle resets. The Affiliate earns Commission on the next two Qualified Referrals, then passes up the third, and so on, permanently throughout the duration of this Agreement.
The pass-up cycle is permanent. There is no mechanism to buy out, eliminate, convert, or otherwise modify the pass-up obligation. The Affiliate's execution of this Agreement constitutes full and irrevocable acceptance of the permanent 3rd-referral pass-up structure.
5.3 Orphaned Affiliate Pass-Up Default
If the Affiliate's sponsoring upline affiliate account is terminated, suspended, or otherwise inactive at the time a Pass-Up Commission event occurs, the Pass-Up Commission that would have been paid to the upline affiliate defaults to and is retained by Novitas Technology LLC, specifically to Terry Lofton as the founding operator of Novitas Technology LLC. This default is permanent and is not subject to reassignment, claim, or contest by any party.
5.4 Dominion OS Referrals
Dominion OS is a custom-priced EverAssist tier handled personally by Novitas Technology LLC leadership. Commission terms for Dominion OS referrals, if any, are established on a case-by-case basis and communicated to the Affiliate in a written addendum to this Agreement executed by both parties. No Commission is earned on a Dominion OS referral unless a written Commission addendum for that specific referral has been fully executed prior to the referral being made.
5.5 Minimum Payment Threshold
The Affiliate's combined Commission balance must equal or exceed fifty dollars ($50.00 USD) before any payment will be issued. If the Affiliate's combined Commission balance does not reach the fifty dollar ($50.00 USD) threshold within any consecutive one hundred twenty (120) day period, all accrued but unpaid Commissions for that period are forfeited and the Affiliate's Commission balance resets to zero.
5.6 Commission Disqualification and Clawback
No Commission is earned, and any previously paid Commission is subject to clawback and recovery by Novitas Technology LLC, in the following circumstances:
The Referred Client initiates a chargeback, payment reversal, or dispute with their payment provider
The Referred Client cancels within the applicable trial period and receives a full refund
The Qualified Referral is determined by Novitas Technology LLC to have resulted from a self-referral, click fraud, cookie stuffing, or any other violation of this Agreement
The Affiliate's account is terminated for cause prior to the Commission payment date
The Referred Client's subscription is terminated by Novitas Technology LLC for violation of the Terms and Conditions prior to the Commission payment date
Novitas Technology LLC discovers that the Commission was earned through prohibited marketing practices, false advertising, or any misrepresentation by the Affiliate
Clawback Window: Novitas Technology LLC may recover previously paid Commissions for any disqualifying event discovered within twenty-four (24) months of the original Commission payment date. Clawbacks will be applied against future Commission balances. If the Affiliate's account has been terminated and no future Commission balance exists against which to apply the clawback, the Affiliate is directly liable to Novitas Technology LLC for the clawback amount and must remit payment within thirty (30) days of written demand.
6. NOVITAS TECHNOLOGY LLC AUDIT RIGHT
6.1 Right to Audit
Novitas Technology LLC reserves the right, at any time and without prior notice, to review, monitor, and audit the Affiliate's marketing materials, websites, social media accounts, advertising campaigns, email campaigns, and any other promotional activities conducted in connection with the NPA or EverAssist. This audit right includes the right to:
Request copies of any Affiliate marketing materials, ad campaigns, email templates, or social media content within five (5) business days of such request
Access and review any publicly available Affiliate website, social media page, or content platform
Review the Affiliate's compliance with FTC disclosure requirements, platform-specific disclosure requirements, and all provisions of this Agreement
Request documentation of consent records for any SMS or email campaigns conducted in connection with NPA referral activities
6.2 Cooperation Obligation
The Affiliate agrees to cooperate fully with any audit conducted by Novitas Technology LLC, to provide requested materials within the timeframes specified, and to promptly remediate any compliance deficiency identified by Novitas Technology LLC. Failure to cooperate with an audit or to remediate identified deficiencies within ten (10) business days of written notice constitutes a material breach of this Agreement.
6.3 Audit Findings
If an audit reveals a material violation of this Agreement, including but not limited to prohibited marketing claims, missing FTC disclosures, Restricted Terms bidding, or prohibited practices under Section 3.9, Novitas Technology LLC may, in its sole discretion, require immediate remediation, suspend Commission payments pending remediation, apply the Clawback Window provisions of Section 5.6, or terminate this Agreement for cause under Section 8.3.
7. AFFILIATE ACCOUNT — NON-TRANSFERABILITY
7.1 No Transfer of Affiliate Account
The Affiliate Account, including the Affiliate's unique Affiliate Link, upline position in the NPA structure, pass-up cycle position, referral history, and all associated Commission records, is personal to the Affiliate and may not be sold, assigned, transferred, inherited, gifted, pledged, or otherwise conveyed to any other individual or entity under any circumstances, with or without consideration.
7.2 No Transfer of Upline Position
The Affiliate's upline position in the NPA pass-up structure is non-transferable. Upon termination of the Affiliate's account for any reason, the Affiliate's upline position is extinguished and does not transfer to any downline affiliate, successor, heir, or assignee. All pending Pass-Up Commission events tied to the Affiliate's upline position that have not been triggered as of the termination date are extinguished upon termination.
7.3 Prohibition on Account Manipulation
The Affiliate may not create multiple NPA accounts for the purpose of manipulating pass-up cycle positions, referral attribution, or Commission calculations. Each individual or business entity is permitted one NPA Affiliate Account. Discovery of multiple accounts operated by or for the benefit of the same individual or entity will result in immediate termination of all associated accounts and forfeiture of all Commissions across all accounts.
8. INTELLECTUAL PROPERTY
8.1 Limited License
Novitas Technology LLC grants the Affiliate a limited, non-exclusive, non-transferable, revocable license to use the Novitas Technology LLC and EverAssist brand names, logos, and approved marketing materials solely for the purpose of promoting EverAssist through the NPA in accordance with this Agreement. This license does not extend to any other Novitas Technology LLC intellectual property and does not permit the Affiliate to modify, adapt, or create derivative works from any Novitas Technology LLC brand assets without prior written authorization. Any goodwill generated through the Affiliate's use of Novitas Technology LLC trademarks inures solely to the benefit of Novitas Technology LLC.
8.2 Restrictions
The Affiliate may not register domain names, social media handles, or business names that incorporate the Novitas Technology LLC or EverAssist brand names, any Restricted Term, or any confusingly similar variation. The Affiliate may not use Novitas Technology LLC intellectual property in any manner that implies an employment relationship, an ownership interest, or a level of authorization not expressly granted in this Agreement. The Affiliate must append "®" immediately following the word "EverAssist" or "Novitas Technology" whenever those marks are used in the Affiliate's materials.
8.3 Ownership
All Novitas Technology LLC intellectual property, including brand assets, training materials, scripts, platform content, and proprietary systems, remains the sole and exclusive property of Novitas Technology LLC. Nothing in this Agreement transfers any ownership interest in any Novitas Technology LLC intellectual property to the Affiliate. The Affiliate will promptly notify Novitas Technology LLC at [email protected] of any infringement or threatened infringement of any Novitas Technology LLC intellectual property rights of which the Affiliate becomes aware.
9. CONFIDENTIALITY
The Affiliate may, in the course of NPA participation, receive access to non-public information regarding Novitas Technology LLC's business operations, pricing, client relationships, platform architecture, commission structures, and strategic plans. The Affiliate agrees to maintain the confidentiality of all such information, to use it solely for the purpose of performing obligations under this Agreement, and not to disclose it to any third party without the prior written consent of Novitas Technology LLC. This confidentiality obligation survives termination of this Agreement for a period of three (3) years.
10. FORCE MAJEURE
No party will be liable for nonperformance of any obligation under this Agreement if such nonperformance results directly from a Force Majeure Event, provided that the non-performing party provides reasonable notice and makes good faith efforts to find a reasonable solution.
"Force Majeure Event" means any act of God; war; riot; civil strife; terrorism; embargo; governmental rule, regulation, or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labor disturbance; pandemic, epidemic, local disease outbreak, or public health emergency; carrier or platform outage; regulatory enforcement action that directly prevents Platform operation; or any other event or circumstance not within the reasonable control of the affected party. Upon the occurrence of a Force Majeure Event, the non-performing party must notify the other party in writing within five (5) business days, describing the event and its anticipated effect on performance. Force Majeure does not excuse the Affiliate's obligation to comply with FTC disclosure requirements or any applicable law.
11. TERM AND TERMINATION
11.1 Term
This Agreement is effective upon execution by the Affiliate and continues on a month-to-month basis until terminated by either party in accordance with this Section.
11.2 Termination by Affiliate
The Affiliate may terminate this Agreement at any time by providing thirty (30) days' written notice to Novitas Technology LLC at [email protected]. Commissions earned on Qualified Referrals attributed prior to the termination date will be paid in accordance with Section 4.3, subject to the minimum threshold in Section 5.5 and disqualification events in Section 5.6.
11.3 Termination for Cause by Novitas Technology LLC
Novitas Technology LLC may terminate this Agreement immediately and without notice for cause, including without limitation:
Any material breach of this Agreement by the Affiliate
Any violation of FTC endorsement and disclosure requirements
Any use of prohibited marketing practices under Section 3.9
Any failure to provide required complaint notification under Section 3.8
Any failure to disclose a pending government investigation under Section 3.7
Any violation of the non-disparagement obligations under Section 3.6
Any transfer or attempted transfer of the Affiliate Account in violation of Section 7
Any conduct by the Affiliate that brings Novitas Technology LLC into disrepute or creates legal or regulatory exposure for Novitas Technology LLC
Any fraudulent, deceptive, or illegal activity by the Affiliate in connection with the NPA
Termination for cause results in immediate forfeiture of all unpaid Commissions and triggers the Clawback Window under Section 5.6 for all previously paid Commissions.
11.4 Termination Without Cause by Novitas Technology LLC
Novitas Technology LLC may terminate this Agreement without cause upon thirty (30) days' written notice to the Affiliate. Commissions earned on Qualified Referrals attributed prior to the effective date of termination will be paid in accordance with Section 4.3, subject to Section 5.5 and Section 5.6.
11.5 Effect of Termination
Upon termination, the Affiliate's Affiliate Link will be deactivated, all licenses granted under Section 8 will immediately terminate, and the Affiliate must immediately cease all promotional activities that reference Novitas Technology LLC or EverAssist. All provisions that by their nature should survive termination will survive, including without limitation Sections 3.6, 3.7, 5.6, 7, 9, 12, 13, 14, and 15.
12. REPRESENTATIONS AND WARRANTIES
The Affiliate represents and warrants to Novitas Technology LLC that:
The Affiliate has the legal capacity and authority to enter into and perform this Agreement
The Affiliate's participation in the NPA and all marketing activities conducted in connection with the NPA will comply with all applicable federal, state, and local laws
The Affiliate has not made and will not make any false, misleading, or unsubstantiated claims in connection with the promotion of EverAssist or the NPA
The Affiliate's marketing materials do not and will not infringe the intellectual property rights of any third party
The Affiliate will make all required FTC endorsement and disclosure statements in all promotional materials
The Affiliate will comply with all platform-specific disclosure requirements under Section 3.3
The Affiliate will not engage in any prohibited marketing practice described in Section 3.9
The Affiliate understands and accepts the permanent 3rd-referral pass-up commission structure and has not been promised, guaranteed, or represented any specific level of Commission income in connection with NPA participation
There are no pending or threatened government investigations, regulatory inquiries, or consumer protection lawsuits against the Affiliate as of the date of execution
The Affiliate will notify Novitas Technology LLC within 24 hours of any complaint, demand, or government inquiry received after the date of execution
13. INDEMNIFICATION
The Affiliate agrees to defend, indemnify, and hold harmless Novitas Technology LLC, its members, managers, officers, employees, agents, contractors, successors, and assigns from and against any and all claims, demands, lawsuits, regulatory actions, enforcement proceedings, losses, damages, fines, penalties, costs, and expenses — including reasonable attorneys' fees — arising out of or relating to:
Any actual or alleged violation of the FTC's endorsement and disclosure requirements by the Affiliate
Any false, misleading, or unsubstantiated claim made by the Affiliate in connection with the promotion of EverAssist or the NPA
Any violation of applicable law by the Affiliate in connection with NPA marketing activities
Any prohibited marketing practice engaged in by the Affiliate under Section 3.9
Any breach of this Agreement by the Affiliate
Any claim by a third party arising from the Affiliate's marketing activities, including claims of deceptive trade practices, false advertising, or consumer protection violations
Any failure by the Affiliate to make required FTC or platform-specific disclosures
Any government investigation or enforcement action attributable to the Affiliate's marketing activities
14. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOVITAS TECHNOLOGY LLC'S TOTAL LIABILITY TO THE AFFILIATE FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO THE AFFILIATE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500.00 USD), WHICHEVER IS LESS. NOVITAS TECHNOLOGY LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST COMMISSIONS, OR LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER NOVITAS TECHNOLOGY LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. INCOME DISCLAIMER — AFFILIATE PROGRAM
Novitas Technology LLC makes no representation, warranty, or guarantee that participation in the NPA will generate any specific level of income, Commission, or financial return for any Affiliate. Commission earnings depend entirely on the Affiliate's individual marketing efforts, the quality and size of the Affiliate's audience, market conditions, and other factors outside the control of Novitas Technology LLC. Past Commission earnings by any NPA participant are not representative of average or typical results and should not be construed as a projection or guarantee of future earnings.
Any income figures, Commission examples, or earnings representations made by Novitas Technology LLC in connection with the NPA are provided for illustrative purposes only. Actual results will vary. The Affiliate acknowledges that no specific income or Commission guarantee has been made by Novitas Technology LLC or any of its representatives as an inducement to enter into this Agreement. This program is not a business opportunity, a franchise opportunity, or a business-in-a-box.
16. DISPUTE RESOLUTION AND GOVERNING LAW
16.1 Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles.
16.2 Mandatory Arbitration
Any dispute, claim, or controversy arising out of or relating to this Agreement, the NPA, or the Affiliate's participation in the NPA shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Wyoming. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party is responsible for its own costs with respect to arbitration proceedings, irrespective of outcome.
16.3 Class Action Waiver
THE AFFILIATE WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE NPA. ALL DISPUTES MUST BE BROUGHT INDIVIDUALLY. AN ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.
16.4 Injunctive Relief
Notwithstanding the arbitration requirement, Novitas Technology LLC reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain any breach or threatened breach of Sections 3, 7, 8, or 9 of this Agreement without first submitting the matter to arbitration and without the necessity of posting a bond. The parties acknowledge that a breach of those sections would cause irreparable harm for which monetary damages would be an inadequate remedy.
17. GENERAL PROVISIONS
17.1 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the NPA and supersedes all prior agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof.
17.2 Amendment
Novitas Technology LLC reserves the right to amend the terms of this Agreement upon thirty (30) days' written notice to the Affiliate via email to the address on file. The Affiliate's continued participation in the NPA or continued acceptance of Commission payments after the effective date of any amendment constitutes acceptance of the amended terms. If the Affiliate does not accept the amended terms, the Affiliate must terminate this Agreement in accordance with Section 11.2 prior to the effective date of the amendment.
17.3 Severability
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
17.4 No Waiver
Novitas Technology LLC's failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.
17.5 Relationship of Parties
The Affiliate is an independent contractor of Novitas Technology LLC. Nothing in this Agreement creates an employment relationship, partnership, joint venture, agency, or franchise between the parties. The Affiliate has no authority to bind Novitas Technology LLC to any contract, obligation, or representation. The Affiliate is solely responsible for all taxes, fees, and withholding obligations applicable to Commission payments received.
17.6 Assignment
The Affiliate may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Novitas Technology LLC. Novitas Technology LLC may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets without the Affiliate's consent.
17.7 Notices
All notices under this Agreement must be in writing. Notices to Novitas Technology LLC must be sent to [email protected]. Notices to the Affiliate will be sent to the email address on file in the Affiliate's NPA account. Notice is deemed received upon transmission for email.
18. AFFILIATE ACKNOWLEDGMENT AND EXECUTION
By executing this Agreement, the Affiliate acknowledges and confirms that:
The Affiliate has read this Agreement in its entirety and understands all of its terms
The Affiliate accepts the permanent 3rd-referral pass-up commission structure without reservation
The Affiliate understands that no Commission will be paid on referrals made prior to this Agreement's execution and Affiliate Link activation
The Affiliate has not been guaranteed any specific level of income or Commission in connection with NPA participation and understands this is not a business opportunity or franchise
The Affiliate will comply with all FTC disclosure requirements and platform-specific disclosure requirements in all promotional materials
The Affiliate is solely responsible for all claims made in the Affiliate's own marketing materials
The Affiliate accepts the binding arbitration, class action waiver, and individual dispute resolution provisions of Section 16
The Affiliate accepts the audit rights of Novitas Technology LLC under Section 6
The Affiliate accepts the non-transferability of the Affiliate Account under Section 7
The Affiliate accepts the clawback provisions of Section 5.6 including the twenty-four month clawback window
There are no pending or threatened government investigations or consumer protection proceedings against the Affiliate as of the date of execution
The Affiliate accepts the non-disparagement obligations of Section 3.6
AFFILIATE SIGNATURE
Printed Name: _______________________________________________
Signature: _________________________________________________
Date: ______________________________________________________
Business Name (if applicable): ________________________________
Email Address: ______________________________________________
NPA Sponsor / Upline Affiliate (if known): ______________________
NOVITAS TECHNOLOGY LLC
Authorized Representative: ___________________________________
Title: ______________________________________________________
Date: ______________________________________________________
This Agreement is governed by the laws of the State of Wyoming. Questions: [email protected] | novitastechnology.us