Partner Agreement

REFERRAL PARTNER AGREEMENT 

This Voce Ventures, Inc. (dba Home Tax Shield) (“HTS”) Referral Partner Agreement (these “Agreement”) contains the terms and conditions that apply to your participation as a member of the HTS Referral Program for the HTS Services (as defined below) and your provision of certain Referral Services (as defined below). In this Agreement you are referred to as “Partner”.  For the purpose hereof, “HTS Services” means HTS’s tax services, including the service offering branded as Home Tax Shield, the website at https://www.hometaxshield.com, any mobile applications and other related software, content, and services. 

This is a legally binding agreement.  Please review this Agreement carefully. By becoming a Partner, Partner is confirming that partner has read and agrees to be bound by this Agreement, including any updates or revisions posted here or otherwise communicated to Partner.  If Partner does not agree with any of the terms or conditions set forth herein, do not join or access or use the referral program or HTS website. 

  1. Services and Compensation.   
  1. Services.  Partner agrees to act as a non-exclusive referral partner of HTS and provide HTS lead generation services for the HTS Services (collectively, the “Referral Services”). 
  1. Compensation.  In order to qualify for compensation, Partner must signup at least twenty (20) unique “Residential” homes (property types include single family residential, duplex, triplex, quadplex, condo, and townhome) for the current tax year where the legal owner of each such referred Residential home subscribes to the HTS Services prior to the property tax protest deadline of the applicable year (the “Qualification Threshold”).  (i) Following Partner meeting the Qualification Threshold, HTS shall pay Partner (or make an equivalent donation to a non-profit selected by Partner from a list provided by HTS) a one-time flat fee for each home referral lead where the legal owner requests and subscribes and maintains an active account to the HTS Services (each a “Referral Lead Subscriber”) (the “Fee”) for the current tax year as a result of and as full compensation for the Lead Generation Services.  (ii) At its sole discretion, HTS may offer Partner the opportunity to participate in an annual revenue share of the Success Fee (as defined below).  If Partner accepts HTS’s offer, including any additional contingencies or thresholds, HTS shall pay Partner (or make an equivalent donation to a non-profit selected by Partner from a list provided by HTS) ten percent (10%) of the net Success Fee received by HTS for each subsequent tax year the Referral Lead Subscriber maintains an active account with HTS. For the purpose hereof, “Success Fee” means the fee received by HTS solely from the Referral Lead Subscriber based on the total real estate tax savings applicable to such Referral Lead Subscriber. 
  1. Payment Terms. All amounts owed to Partner shall be in U.S. dollars and shall be subject to all applicable governmental statutes, regulations and rulings, including the withholding of any taxes required by law. Any and all Partner compensation will be due and payable net 30 days after HTS receives the Success Fee payment from the Referral Lead Subscriber(s) for the applicable tax year.  
  1. Legal Relationship.  The relationship of HTS and Partner established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to give either party the power to direct or control the day-to-day activities of the other. Neither Partner nor any individual whose compensation for services is paid for by Partner is in any way employed by HTS, nor shall any of them be deemed to be employed by HTS for any purpose. Partner accepts exclusive liability for any and all payroll taxes or contributions according to applicable laws with respect to agents and/or other individuals whose compensation is paid by Partner.  Partner shall not be an employee of HTS or any of its affiliates, or entitled to participate in any employee benefit plan of HTS or receive any benefit available to employees of HTS, including insurance, worker’s compensation, retirement and vacation benefits. Neither party shall have any authority to, and shall not, make any representation or promise or enter into any agreement on behalf of the other party. 
  1. Marketing Materials; Right of Publicity
  1. HTS Marketing Materials. From time to time, HTS may provide promotional materials for Partner to use in marketing of the HTS Services (collectively, “HTS Marketing Materials”). HTS grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to reproduce and distribute HTS Marketing Materials in connection with Partner’s performance of this Agreement. 
  1. Partner-Created Marketing Materials. HTS grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use the HTS name and logo in promotional materials created by Partner in connection with Partner’s performance of this Agreement (collectively, “Partner-Created Marketing Materials”); provided, however, that Partner-Created Marketing Materials must be approved in writing by HTS before dissemination. Any goodwill arising from use of the HTS name or logo shall inure solely to the benefit of HTS. 
  1. Right of Publicity. Partner hereby revocably permits, authorizes, grants, and licenses HTS and its affiliates, successors, and assigns, and their respective licensees, advertising agencies, promotion agencies, and fulfillment agencies, and the employees, officers, directors, and agents of each and all of them (“Authorized Persons”), the rights to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, license, otherwise use, and permit others to use my name, image, likeness, appearance, professional and personal biographical information, and other personal characteristics and information (collectively, the “Partner Attributes”), and all materials created by or on behalf of HTS that incorporate any of the foregoing (“Materials”) in perpetuity throughout the universe in any medium or format whatsoever now existing or hereafter created on any platform and for any purpose, including but not limited to advertising, public relations, publicity, packaging, and promotion of HTS, the HTS Services and Referral Services, without further consent from or royalty, payment, or other compensation to Partner except as otherwise expressly provided in this Agreement. 

HTS shall be the exclusive owner of all rights, including copyright, in the Materials. Partner hereby irrevocably transfers, assigns, and otherwise conveys to HTS Partner’s entire right, title, and interest, if any, in and to the Materials and all copyrights and other intellectual property rights in the Materials arising in any jurisdiction throughout the universe in perpetuity, including all registration, renewal, and reversion rights, and the right to sue to enforce such copyrights against infringers. Partner acknowledges and agrees that Partner has no right to review or approve Materials before they are used by HTS, and that HTS has no liability to Partner for any editing or alteration of the Materials or for any distortion or other effects resulting from HTS’s editing, alteration, or use of the Materials, or HTS’s presentation of me. Any credit or other acknowledgment of Partner, if any, shall be determined by HTS in HTS’s sole discretion. HTS has no obligation to create or use the Materials or to exercise any rights given by this Agreement. 

  1. Confidentiality
  1. Definition.  “Confidential Information” means information identified in good faith by either party as being confidential or proprietary, or information that, under the circumstances, should reasonably be understood to be confidential or proprietary. Confidential Information shall include the terms and conditions of this Agreement, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information provided by either party. Confidential Information may include third party information as to which the disclosing party has an obligation of confidentiality. 
  1. Non-Disclosure. Each party agrees that it will use the Confidential Information provided by the other party only as necessary to exercise its rights and discharge its obligations under this Agreement and for no other purpose without the prior written consent of the disclosing party. Neither party shall disclose to a third-party Confidential Information of the other party. To maintain in confidence the Confidential Information of the disclosing party, the receiving party shall use the same degree of care as it uses to protect the confidentiality of its own Confidential Information of like nature, but no less than a reasonable degree of care. The foregoing obligations shall not apply to any Confidential Information that: (i) can be demonstrated to have been publicly known at the time of the disclosing party’s disclosure of such Confidential Information to the receiving party; (ii) becomes part of the public domain or publicly known, by publication or otherwise, not due to any unauthorized act or omission by the receiving party; (iii) can be demonstrated to have been independently developed or acquired by the receiving party without reference to or reliance upon such Confidential Information; (iv) is provided to the receiving party by a third party who is under no obligation to the disclosing party to keep the information confidential; or (v) is required to be disclosed by law; provided, however, that the receiving party shall take reasonable actions to minimize such disclosure and promptly notify the disclosing party, to the extent permitted by law, so that the disclosing party may take lawful actions to avoid or minimize such disclosure. 
  1. Return of Materials.  Upon the termination of this Agreement, or upon the disclosing party’s earlier request, the receiving party will return or destroy, at the receiving party’s option, all of the disclosing party’s property and Confidential Information that the receiving party may have in its possession or control. Notwithstanding the foregoing, the obligation to return Confidential Information shall not cover information that is maintained on routine computer system backup tapes, disks or other backup storage devices as long as such backed-up information is not intentionally used, disclosed, or otherwise recovered from such backup devices and is permanently deleted in the normal course of business. 
  1. Representations and Warranties.  
  1. HTS and Partner each represents, warrants, and covenants to the other that: (i) it has the necessary power and authority to enter into this Agreement and to perform its obligations and duties under this Agreement; (ii) the execution and performance of this Agreement have been authorized by all necessary corporate or institutional action; (iii) entry into and performance of this Agreement will not breach of any other agreement of such party or any judgment, order, or decree by which such party is bound; and (iv) it will comply with all laws, rules, and regulations applicable to it in its performance of this Agreement.   
  1. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 5, THE HTS SERVICES AND HTS MARKETING MATERIALS PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” “AS AVAILABLE” AND WITH ALL FAULTS. EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT; AND (B) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE HTS SERVICES OR HTS MARKETING MATERIALS PROVIDED UNDER THIS AGREEMENT. 
  1. Limitation of Liability. OTHER THAN IN CASES OF A PARTY’S (I) GROSS NEGLIGENCE, (II) WILLFUL MISCONDUCT, (III) A BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 4 OR (IV) INDEMNIFICATION OBLIGATIONS UNDER SECTION 7: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS OR ANY OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNATIVE, EXEMPLARY OR INDIRECT DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND, HOWEVER CAUSED, AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES, AND (B) IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY HTS TO PARTNER HEREUNDER FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM(S). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. 
  1. Indemnification.  
  1. HTS Indemnification. HTS shall defend, indemnify and hold harmless Partner, its subsidiaries and affiliates, and each of their members, managers, shareholders, officers, agents, employees, contractors and directors (each, an “Partner Indemnified Party”) from and against any suits, damages, costs, expenses (including reasonable attorneys’ fees), judgments, penalties, claims, liabilities or losses of any kind or nature whatsoever (collectively, “Losses”), which may be sustained or suffered by or against any Partner Indemnified Party, arising out of (i) any actual or alleged intellectual property infringement or other infringement of a third party’s proprietary rights by HTS as a result of the HTS Services or the HTS Marketing Materials, (ii) any property damage, death or personal injury caused by the negligence, gross negligence, or willful misconduct of HTS, any of its affiliates or any of their agents or employees, (iii) any intentional and fraudulent misrepresentation made by HTS with respect to the HTS Services, or (iv) any dispute between HTS and the ultimate consumers of any HTS Services.   
  1. Partner Indemnification. Partner shall defend, indemnify and hold harmless HTS its subsidiaries and affiliates, and each of their members, managers, shareholders, officers, agents, employees, contractors and directors (each, an “HTS Indemnified Party”) from and against any Losses, which may be sustained or suffered by or against any HTS Indemnified Party, arising out of (i) any actual or alleged intellectual property infringement or other infringement of a third party’s proprietary rights by Partner as a result of the Partner Marketing Materials (except to the extent such infringement is based upon the use of HTS Marketing Materials in accordance with the terms of this Agreement), (ii) any property damage, death or personal injury caused by the negligence, gross negligence, or willful misconduct of Partner, any of its affiliates or any of their agents or employees, (iii) any intentional and fraudulent misrepresentation made by Partner with respect to the HTS Services, or (iv) any dispute between Partner and the ultimate consumers of any Partner products or services. 
  1. Procedure. The indemnified party shall: (i) give the indemnifying party prompt written notice of any indemnified claim; provided, however, that any delay in providing such written notice shall not limit the indemnifying party’s obligation to indemnify except to the extent such delay results in any prejudice to the indemnifying party; (ii) cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense or settlement of any indemnified claim; and (iii) give the indemnifying party control over the defense or settlement of any indemnified claim; provided, however, that any settlement must include a complete release of the indemnified party without requiring the indemnified party to make any payment or bear any obligation.  The indemnified party shall have the right to participate in the defense at its own expense. 
  1. Ownership
  1. HTS Ownership. Partner acknowledges and agrees that, as between HTS and Partner, HTS and its licensors own all right, title and interest (including all intellectual iroperty) in and to the HTS Services, HTS Marketing Materials and the HTS name and logo. 
  1. Partner Ownership. HTS acknowledges and agrees that, as between Partner and HTS, Partner and its licensors own all right, title and interest (including all intellectual property) in and to the Partner Attributes and logo. 
  1. Suggestions. If Partner elects to provide or make available to HTS any suggestions, comments, ideas, improvements or other feedback relating to the HTS Services (“Suggestions”), Partner hereby assigns to HTS all right, title, and interest in such Suggestions, and HTS is free to use the Suggestions for any purpose without any attribution or compensation to Partner. 
  1. Reservation of Rights. HTS reserves all rights not expressly granted under this Agreement 
  1. Term and Termination.   
  1. Term. Unless terminated by the parties pursuant to Section 9(b) or 9(c) below, this Agreement shall commence on the Effective Date and shall remain in full force and effect for an initial term of one (1) year and shall automatically be extended for successive one (1) year periods unless either of the parties hereto gives the other written notice not later than thirty (30) days before the expiration of the term indicating that party’s intention not to extend this Agreement. 
  1. Termination for Convenience. Either party may terminate this Agreement for any or no reason upon thirty (30) days prior written notice (including via e-mail) to the other party.  
  1. Termination for Cause. If either party defaults in the performance of any material provision of this Agreement, then the non-defaulting party may give written notice (including via e-mail)  to the defaulting party that if the default is not cured within thirty (30) days from the date of such notice, the Agreement may be terminated for cause. 
  1. Partner Activities. Upon expiration or termination of this Agreement, Partner shall immediately cease representing itself as a representative of HTS and discontinue all use of HTS Marketing Material and Partner-Created Marketing Material. 
  1. HTS Activities. Upon expiration or termination of this Agreement, HTS shall immediately discontinue all use of Partner Marketing Material and HTS-Created Marketing Material that are specific to Partner. 
  1. Survival. Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination. 
  1. Miscellaneous.   
  1. Notice. Except as otherwise set forth herein, all notices, demands and other communications (“Notices”) to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and sent to the parties according to the email contact information provided below, or such other contact information as either party shall notify the other in accordance with this Section 10(a): 

To HTS 

Email: partners@hometaxshield.com 

To Partner 

At the email address Partner input on the sign-up page located at https://hometaxshield.com/partners/signup.   

  1. Interpretation. For the purposes of this Agreement: (i) the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. 
  1. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter.  
  1.  Modification of Agreement.  HTS reserves the right to modify this Agreement, at any time in its sole discretion, by posting a change of notice or updated terms on the HTS Website.  If any modification is unacceptable to Partner, Partner agrees that Partner’s sole recourse is to terminate this Agreement.  Partner’s continued use of the HTS Marketing Materials and providing Referral Services following any modification of this Agreement shall constitute conclusive and binding acceptance to any modification or new terms. 
  1. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement. 
  1. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Texas, without regard to conflict of laws principles.  
  1. Arbitration. In the event that any dispute between the parties arising from or concerning the subject matter of this Agreement cannot be resolved through good faith negotiation, the parties will refer the dispute to the American Arbitration Association for resolution through binding arbitration by a single arbitrator pursuant to its then-applicable Commercial Arbitration Rules. The arbitration will be held in Bexar County, Texas. Each party shall bear its own costs and attorneys’ fees associated with such arbitration. Nothing herein prevents either party from seeking and obtaining temporary injunctive relief from any court of competent jurisdiction in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 10(g). 
  1. No Waiver. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Any waiver of the provisions of this Agreement, or of any breach or default hereunder, must be set forth in a written instrument signed by the party against which such waiver is to be enforced. 
  1. Force Majeure. Neither party shall be liable for any failure to perform under this Agreement to the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental authority, epidemic, destruction of production facilities, insurrection or any other cause beyond the reasonable control of the party invoking this provision.  
  1. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement 

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