ERC Credit Advance Funding Compensation is the same payout as ERC Referral Compensation listed in the previous section. ERC Credit Advance Customers do not count towards Rank Advancements.

3. Fee Claw Back. In the event Affiliate is paid a referral fee by ercTree and the IRS later demands repayment of the ERC tax credit as the result of a failed audit or the referred business was deemed ineligible for the ERC tax credit or there was a miscalculation or error by ercTree approved firms, Affiliate shall return the fee it received from ercTree, whereupon the Parties shall have no further obligations to each other whatsoever with regard to this Agreement.

The amount of the “fee claw back” to be refunded is in direct percentage paid pro rata that the IRS is demanding from the ineligible business or miscalculation error. The claw back funds are due paid from Affiliate to ercTree within the next pay period and deducted from the future commissions from the date Affiliate receives a written request along with the IRS’s refund request letter from ercTree.

4. Independent Contractor. Affiliate is an independent contractor of ercTree, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Affiliate and ercTree for any purpose. ercTree® will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state, or local taxes.
5. Term/Termination. This Agreement shall be for an unspecified term on an “at will” basis. A regular, ongoing relationship of indefinite term is not contemplated. ercTree has no right to assign services to the Affiliate other than as specifically contemplated by this Agreement. However, the parties may mutually agree that the Affiliate shall perform other services to ercTree, pursuant to the terms of this Agreement.
6. Advertising. Affiliate is prohibited from using misleading or deceptive claims in advertising copy. Affiliate is solely responsible for following all federal, state and local laws, regulations and rules regarding advertising claims, including but not limited to the Federal Trade Commission’s Disclosure Guidelines. Affiliate must adhere to all the editorial guidelines and search advertising terms and conditions set forth by each search engine (Google, Yahoo, Bing and other), including any updates to those terms in the future. Where search engine guidelines and this Agreement conflict, you must follow this Agreement. When creating ads, videos, or other online content that publishes your Affiliate URL on websites, ercTrees’ brand image needs to be kept in mind. Sites where you advertise cannot be associated with content that’s vulgar, racist, sexual, or otherwise deemed offensive by ercTree. You must remove all ads and videos from websites deemed offensive within 24 hours of being notified by ercTree. The ercTree logo cannot be altered or changed in any way. You are prohibited from creating groups or specific web pages in social communities to publicize ercTree offers without prior written approval from ercTree.

Search engine optimization and pay per click activities are allowed with the following requirements: a) If you are sending paid traffic (PPC, PPV, Media Buys) to ercTree, Affiliate must send the traffic through a landing page or web property first. b) Direct linking is not allowed. c) Affiliate Independent Affiliates are strictly prohibited from using keywords that include our brand name: ercTree Inc., ercTree, ercTree.com, or any variation or combination therein. d) Affiliate must not knowingly serve ads that appear in a higher position than ercTrees’ managed ads. You must not purchase or use domain names containing any ercTree, including domain names that combine ercTree with one or more additional words, letters, numbers, or other characters, or domain names containing any misspelling or other confusingly similar variation of any ercTree.

Self-referrals are strictly prohibited and will not be paid commissions. Clickjacking, linkjacking, typosquatting or any sort of domain spoofing methods are prohibited. Pixel, cookie stuffing or any other type of cookie stuffing without source website visitor’s knowledge is prohibited. Using traffic generated by pay to read, P2C (pay to click), banner exchanges, click exchanges, PPV advertising, pop-up/under, or similar methods is prohibited. Violating any of the advertising rules will result in immediate removal from the ercTree Affiliate program and forfeiture of any commissions earned using any of these prohibited advertising methods.

7. Non-Disclosure. You agree that all confidential and proprietary information shared with you through this service or platform, including but not limited to business plans, financial information, customer lists, and trade secrets, shall be treated as strictly confidential and shall not be disclosed to any third party without the prior written consent of ercTree.

   8. Non-Circumvent. You agree that you shall not circumvent, attempt to circumvent, or avoid ercTree regarding any transactions or business relationships that are the subject of this Agreement. In particular, you agree that you shall not contact, solicit, or do business with any customers. clients, or Approved Firms of ercTree that were introduced to you as a result of your use of this service or platform, except as authorized, in writing, by ercTree.

8. Prohibition of Use. You acknowledge that any use of ercTree’s confidential and proprietary information, including but not limited to business plans, financial information, customer lists, approved firms and trade secrets, to circumvent ercTree is strictly prohibited.
9. Remedies. You acknowledge and agree that any violation of this non-disclosure and non-circumvention clause may cause irreparable harm to ercTree, and that ercTree shall be entitled to seek injunctive relief in addition to any other remedies available to it at law or in equity.

   11. Survival. The obligations set forth in this non-disclosure and non-circumvention clause shall survive the termination of your use of this service or platform.

10. Confidentiality. Affiliate may have had access to proprietary, private and/or otherwise confidential information (“Confidential Information”) of ercTree. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of ercTree, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of ercTree, and any and all trade secrets, customer lists, or pricing information of ercTree. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. The Affiliate will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Affiliate Independent Affiliate, or divulge, disclose, or communicate in any manner any Confidential Information. The Affiliate will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be after the termination of this Agreement. Upon termination of this Agreement, the Affiliate will return to ercTree all Confidential information, whether physical or electronic, and other items that were used, created or controlled by the Affiliate during the term of this Agreement. This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
11. Non-Solicitation, Interference with, or Diversion of Business. During the time of Affiliate’s relationship with ercTree and continuing for a period of one (1) year after termination of the relationship, Affiliate shall not, directly or indirectly, contact, solicit, advise or consult with any client or customer of ercTree for the purpose of, or with the effect of, causing such client or customer to purchase, license or otherwise obtain products or services from a person, firm, business or entity in competition with ercTree, particularly with respect to clients, customers or third party providers to ercTree. In addition, during the time of Affiliate Independent Affiliate’s relationship with ercTree, Affiliate shall not directly or indirectly interfere with the business relationship between ercTree and any of its clients, customers, accounts, dealers, distributors, suppliers, vendors, employees, independent contractors, service providers, or other parties with which ercTree has business relationships, or induce any such party to terminate its relationship with ercTree, or to modify the terms of such relationship in a manner adverse to the best interests of ercTree.
12. Acknowledgment of Reasonableness of Restriction. Affiliate specifically acknowledges and agrees that the nature of the limitations upon Affiliate Affiliate’s activities as specified herein, together with the duration and scope of such restrictions, are reasonable limitations on Affiliate Independent Affiliate’s work relationship and post-relationship activities and that the restrictions are required to preserve, promote and protect the business, accounts, proprietary information and goodwill of ercTree and impose no greater restraint than is reasonably necessary to secure such protection.
13. Indemnification. The Affiliate agrees to indemnify and hold harmless ercTree from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against ercTree that result from the acts or omissions of the Affiliate, the Affiliate employees, if any, and the Affiliate Affiliate’s agents.
14. Entire Agreement. This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
15. No Waiver. The waiver by ercTree of a breach of any provision of this Agreement by Affiliate shall not operate or be construed as a waiver of any subsequent breach by Affiliate.
16. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
17. No Modification of At-Will Employment. Nothing in this Agreement shall be construed to give to Affiliate any right to a continued relationship for any specific period of time or to limit or restrict Affiliate Independent Affiliate’s right to terminate their work relationship with ercTree or to otherwise alter or modify the at-will nature of Affiliate relationship with ercTree.
18. Governing Law. This Agreement shall be governed by the laws of the State of Nevada.
19. Legal Fees. In any action to interpret or enforce the terms of this Agreement, whether in law or in equity, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, and other out-of-pocket costs incurred in connection with such action in addition to any other relief if may be awarded.