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Endorser (Referral) Agreement

This Endorser Agreement (“Agreement”), effective as of the date of the later signature below (“Effective Date”), is entered into by and between Facet Wealth, Inc. (“Facet”) and the individual identified below (“Endorser”).

1. Services and Deliverables:

  1. Referrals:
    1. Endorser may promote Facet and its services through private email communications and messages. Such communications must contain disclosures provided by Facet as well as a link provided for the use of such Endorser for such referrals. Member may not promote Facet or its services without the use of the link provided to such Endorser. Endorser agrees not to promote Facet and its services through public communication forums including, but not limited to, social media networks, websites, blogs,  vlogs, etc.
    2. Endorser shall not make any untrue, incorrect, inaccurate, or misleading statement, interpretation, or representation regarding Facet or any of its Services or personnel. Endorser shall not omit or fail to state any material facts related to Facet’s provision of the Services. Endorser further agrees that Endorser shall not make any statements to prospects which are misleading, or which represent or suggest that Facet will successfully achieve any specific results.
    3. Endorser agrees that it will not make disparaging or derogatory comments regarding Facet or its products,  services, or personnel.
    4. Endorser agrees that it will cease promoting Facet or its services in the event that the Endorser becomes an “Ineligible Person” as such term is defined in Rule 206(4)-1 under the Investment Advisers Act of 1940 (the Advisers Act”) as described in more detail in Exhibit A attached hereto (the “Marketing Rule).
    5. To ensure Endorser’s compliance with its obligations as described herein, Endorser agrees that it will make available to Facet any communications and documents utilized to promote Facet or its services promptly upon request by Facet. Endorser also agrees to promptly respond to requests from Facet regarding its compliance with its obligations described herein.

2. License to Marks:

  1. Facet grants to Endorser a non-exclusive, non-transferrable, non-assignable, revocable license to use the trade names, trademarks, service marks, and logos specified by Facet (“Facet Marks”) solely in connection with fulfilling Endorser’s obligations under this Agreement. Endorser will obtain Facet’s written approval prior to any public use by Endorser of any such Facet Mark (written, email or other digital communication to suffice). All uses of Facet Marks will comply with Facet’s Faceting requirements. Facet may revoke the license to Endorser granted herein at any time in its sole and absolute discretion. Facet will own all right, title and interest in and to Facet Marks, and all uses by Endorser related thereto must inure to the benefit of Facet.
  2. Endorser grants to Facet a royalty-free license to use the trade names, trademarks, service marks, publicity rights, privacy rights, name, image, likeness, biographical details, indicia of identity, and logos specified by Endorser (“Endorser Marks”) in connection with the exercise of Facet’s rights under this Agreement. Endorser will own all right, title and interest in and to the Endorser Marks, and all uses thereof will insure to the benefit of Endorser.

3. Consideration:

Subject to Endorser’s compliance with all of the terms set forth in this Agreement, Facet will compensate Endorser as follows:

  1. The AUM Deposit award for every new Member as prescribed by Facet’s Terms and Conditions. A Member is defined as a person who was referred to Facet by the Endorser and has signed an agreement for services with Facet.
  2. In order to be eligible to receive payment, the person must be a current, active Member of Facet.
  3. The new Member must use the Endorser’s valid referral link, provided by Facet, in order to be eligible for the benefit of the program. There will be no compensation paid for any referrals submitted outside of using the Member specific link.
  4. Both the Endorser and New Member must have an taxable Facet investment account(s) within 90 days (eligibility period) of signing a planning agreement and Fund the account(s) with cash and/or securities within 90 days (eligibility period) of signing a planning agreement.
  5. Both the Endorser and New Member must Maintain both Facet memberships for 90 consecutive days from the date the new member signs a planning agreement.
  6. The reward credit will be deposited within 30 days of meeting this criteria.
  7. Endorser acknowledges that Facet has the right to reject any prospective member in its sole and absolute discretion, and, in such circumstance, Endorser will not receive compensation with respect to any prospect that is not accepted by Facet.
  8. Endorser acknowledges that Facet has the right to withhold any amounts due to Endorser hereunder in the event that Facet suspects that Endorser has breached any term of this Agreement. Endorser acknowledges that it will forfeit any compensation described herein in the event that Endorser breaches any of its obligations described in this Agreement.

4. Representations and Warranties:

Endorser represents and warrants that: (a) Verbal statements, emails, or messages, as well as the authorized use thereof, will not violate or infringe any copyright, patent, trademark, right of publicity or privacy, or any other proprietary right of any person; (b) Endorser is not an Ineligible Person as defined in the Marketing Rule; and (c) Endorser’s performance hereunder will at all times comply with applicable laws, rules, regulations and guidelines (including the SEC Investment Advisor Marketing Rule and Federal Trade Commission’s Guide Concerning the Use of Endorsements and Testimonials in Advertising), as well as the rules, regulations and policies of (i) Facet made available to Endorser. Endorser agrees to immediately notify Facet in the event that any of the above representations or warranties is no longer accurate or complete.

5. Limitation of Liability and Indemnification:

  1. Endorser agrees to indemnify,, defend, and hold harmless Facet and its affiliates and their respective officers, members, partners, directors, officers, employees, contractors, representatives, and agents, and their respective successors and assigns (“Indemnified Persons”) from and against any and all obligations, costs, fees, losses, liabilities, claims, judgments, actions, damages, and expenses, including but not limited to attorneys’ fees, expenses, and court costs paid, suffered, or incurred by any Indemnified Person arising out of or in connection with Endorser’s breach of any term of this Agreement, including, without limitation, any representation or warranty contained herein.
  2. In no event will Facet be liable to Endorser for any consequential, incidental, indirect, special, exemplary or punitive damages, even if Endorser has been advised of the possibility of such damages.

6. General Terms:

  1. This Agreement will remain in full force and effect until terminated by either party as permitted herein. Either party may terminate this Agreement immediately with written notice to the other party for any reason. Notwithstanding the foregoing, Section 5 will survive termination of this Agreement.
  2. Endorser’s relationship with Facet is that of an independent contractor, and nothing in this Agreement is intended, or should be construed, to create a partnership, agency, joint venture or employment relationship with Facet. For the avoidance of doubt, Endorser shall not be entitled to any benefits provided to employees or other representatives of Facet.
  3. This Agreement (including any exhibit attached hereto) represents the entire Agreement of the Parties with regard to the subject matter contemplated and supersedes any prior understanding or agreement thereto, whether oral or written. Amendments will not affect rights or obligations incurred by either Party hereto prior to the effective date of the amendment. No prior conduct, past practice or oral statement by either Parties’ employee or agent can amend or modify the Agreement.
  4. This Agreement may not be assigned by Endorser without the prior written consent of Facet. Facet may assign this Agreement in the event that Facet sells substantially all of its assets or is acquired in a transaction that results in a change of control of Facet.
  5. This Agreement shall be governed by the laws of the State of Maryland, without regard to the conflicts or the choice of law provisions thereof. In the event of any dispute relating to this Agreement or the relationship between the parties contemplated hereunder, the parties agree to submit to the exclusive personal jurisdiction of the state and federal courts located in the State of Maryland.
  6. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement.
  7. No provision of this Agreement may be waived except by a writing executed by the party against whom the waiver is to be effective. A party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the party from enforcing any other provision of this Agreement.
  8. This Agreement will be executed electronically, which will be deemed as an original.

EXHIBIT A

The term “Ineligible Person”, as used herein, means a person who is subject to a disqualifying Commission action or is subject to any disqualifying event, and the following persons with respect to the ineligible person: (i) Any employee, officer, or director of the ineligible person and any other individuals with similar status or functions within the scope of association with the ineligible person; (ii) If the ineligible person is a partnership, all general partners; and (iii) If the ineligible person is a limited liability company managed by elected managers, all elected managers.

The term “Disqualifying Commission Action” means a U.S. Securities and Exchange Commission opinion or order barring, suspending, or prohibiting the person from acting in any capacity under the Federal securities laws.

The term “Disqualifying Event” means any of the following events that occurred within ten years prior to the person disseminating an endorsement or testimonial: (&&i) A conviction by a court of competent jurisdiction within the United States of any felony or misdemeanor involving conduct described in paragraph (2)(A) through (D) of section 203(e) of the Advisers Act; (ii) A conviction by a court of competent jurisdiction within the United States of engaging in, any of the conduct specified in paragraphs (1), (5), or (6) of section 203(e) of the Advisers Act; (iii) The entry of any final order by any entity described in paragraph (9) of section 203(e) of the Advisers Act, or by the U.S. Commodity Futures Trading Commission or a self-regulatory organization (as defined in the Form ADV Glossary of Terms)), of the type described in paragraph (9) of section 203(e) of the Advisers Act; (iv) The entry of an order, judgment or decree described in paragraph (4) of section 203(e) of the Advisers Act, and still in effect, by any court of competent jurisdiction within the United States; and (v) A Commission order that a person cease and desist from committing or causing a violation or future violation of: (A) Any scienter-based anti-fraud provision of the Federal securities laws, including without limitation section 17(a)(1) of the Securities Act of 1933 (15 U.S.C. 77q(a)(1)), section 10(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78j(b)) and § 240.10b-5 of this chapter, section 15(c)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(c)(1)), and section 206(1) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-6(1)), or any other rule or regulation thereunder; or (B) Section 5 of the Securities Act of 1933 (15 U.S.C. 77e); (vi) A disqualifying event does not include an event described in paragraphs (e)(4)(i) through (v) of this section with respect to a person that is also subject to:

(A) An order pursuant to section 9(c) of the Investment Company Act of 1940 (15 U.S.C. 80a-9) with respect to such event; or

(B) A Commission opinion or order with respect to such event that is not a disqualifying Commission action; provided that for each applicable type of order or opinion described in paragraphs (e)(4)(vi)(A) and (B) of this section:

(1) The person is in compliance with the terms of the order or opinion, including, but not limited to, the payment of disgorgement, prejudgment interest, civil or administrative penalties, and fines; and

(2) For a period of ten years following the date of each order or opinion, the advertisement containing the testimonial or endorsement must include a statement that the person providing the testimonial or endorsement is subject to a Commission order or opinion regarding one or more disciplinary action(s), and include the order or opinion or a link to the order or opinion on the Commission’s website.