TERMS:
The Company appoints the Agent as an independent Portfolio Manager for the purpose of introducing the transactional funding program also known as the transactional investment program to clients or potential client by adhering to Rule 506 of the SEC and for servicing clients accounts behalf of the Company in those states in which the Company and the Agent are properly licensed and authorized to transact such business. The Agent shall comply with all applicable rules, standards and regulations of the Company, State and Federal laws. This agreement is not exclusive, and the Agent is not granted any exclusive right to any territory or product offered by the Company.
The Company and the Agent expressly agree that the Agent is not an employee of the Company and shall be considered an independent contractor for the purposes of this agreement. The Agent shall not be reimbursed of any expenses incurred under this agreement and shall supply his or her own work place, use his or her own supplies and employees and set his or her own work hours, all at no cost to the Company.
The Agent may contract with sub-agents to conduct business under this agreement, provided that (1) the Agent notifies the Company in writing of any such contract at least ten (10) days prior to the effective date of such appointment, and (2) such contract and arrangement to conduct business is in full compliance with all applicable laws and regulations. The Company serves the right to approve or disapprove the contracting of any such subagent or solicitor. The Agent shall hold the Company harmless for acts of any employee or subagent or solicitor.
The Company shall provide materials to the Agent via electronic communication such as emails, attachments and website links to include approved client account agreements, brochures, forms and policies which shall be used by the Agent in the transactions of business on behalf of the Company. The Agent agrees that all printed materials provided by the Company for use under this agreement shall not be altered or substituted without the consent of the Company nor shall the Company accept printed material from the Agent in which the form has been altered or substituted.
AGENT RESPONSIBILITIES
1) To faithfully perform all duties required hereunder, to cooperate with the Company in all matters pertaining to the issuance of accounts, cancellations, and to promote the best interest of the Company.
2) To execute and issue the kinds of transactional investment contracts to which this agreement applies, but only as specifically authorized from time to time by the Company.
3) To follow all procedures, rules, manuals, and underwriting guidelines of the Company, whether issued by means of directives, letters, procedural or underwriting manuals or otherwise.
4) To submit to the Company signed, original account agreement applications and all other documentation necessary to process the application.
5) To maintain accurate records of business conducted under this agreement. The Company or its representatives shall have the right, at a reasonable time, to examine and audit any documents or files in the possession of the Agent referring to business under this agreement. Agent shall be responsible for any penalties, interest, cost or other losses incurred by the Company arising from or related to the Agent's failure to timely, accurately and completely provide information, reports and data in accordance with the Company guidelines.
6) To only offer accounts and forms as prescribed by the Company and to not make or offer any of any kind without the written approval of the Company. The Agent shall not alter, modify, waive or change any of the provisions or conditions of the account contracts or rates.
7) To broadcast, publish or distribute any advertisement or other material referring to the Company or the Company contracts of Transactional Investment Program as required by rule 506 of the Securities Exchange Commission.
8) Agent can raise an unlimited amount of capital only from accredited investors, qualified investors or institutional investors. Agent can offer our Transactional Investment Program to an unlimited number of accredited investors and up to 35 other purchasers. Agent Shall not send any documents in bulk or not to a potential investor. Agent shall not send Company documents to unidentified or/and unqualified clients or brokers. Agent shall keep a log of each person who has received information about the transactional funding program. Chalfouh International shall verify based on the application that applicants have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of our transactional funding program.
All information provided to investors must be provided or approved by Chalfouh LLC. You must be available to answer questions by prospective purchasers; Purchasers/Investors or Joint Venture Partners receive "restricted" securities. Consequently, purchasers may not freely trade the securities in the secondary market after the offering. While we technically are not offering securities, we are within a grey area under a broad definition of securities by the SEC. To stay compliant and be eligible for the exemption under this Rule we shall insure transparency.
DEPOSITS
NO funds shall be accepted by the Agent from a prospective client. Approved prospective clients must directly deposit their funds via wire to a Chalfouh LLC approved account. Current wiring instructions are listed on this webpage: https://www.investintangibles.com/wiring-instruction/
NO Cash deposits shall be accepted.
1. Clients will be provided within their application with the option of deposit via wire transfer: Agent shall not alter the account information offered for the wire transfer. Client may call company to verify account at 818 284 0909
2. The Agent may only, on behalf of the Company, collect Checks issued to Chalfouh LLC – F.B.O. (Client Name) indicating “Transactional Funding Program” in the note section. All Check deposits collected on business produced by the Agent hereunder shall be submitted to the Company within two days of receipt by agent.
3. The Agent has no interest in the deposits collected. The payment of commissions from deposits collected shall be as expressly provided for, the Agent may make no deductions from or personal use of such funds. The Agent may not retain the deposits as an offset against any disputed claim the Agent may have against the Company.
4. Payment of a commission to the Agent under this Agreement is contingent upon payment of deposits to the Company and after the completion of the 7 days grace period. The grace period is a one calendar week window of time given to the depositor/client to change their mind and receive a full refund with no deductions.
The characterization of an account with the Agent on the Company's books in the form of a debtor-creditor account shall be deemed merely a record of business transacted. Neither the keeping of an account in such form, nor the rendering of same, nor failure to enforce prompt remittance, nor alteration in compensation rate, nor compromise of settlement, shall be held to waive assertion of the fiduciary relationship as to deposits collected by the Agent.
The Agent must establish and maintain internal controls and record keeping mechanisms for the safekeeping and full accounting of all transactional funding account records relating to accounts or evidences of accounts opened by the Company or reasonably required for the fulfillment of the Agent's duties.
COMMISSIONS
The Company shall compensate the Agent as specified in the Agent Commission Addendum for all accounts which result in a fully collected deposits. This compensation shall be payment in full for all services rendered by the Agent on behalf of the Company and shall be determined solely as a percentage of deposits received on accounts established by the Agent and collected by the Company. No commissions shall be paid on accounts which do not result in a fully collected deposits. No commissions shall be paid on accounts that have been canceled within the one week grace period.
Deposits collection shall first be credited to clients accounts respectively, then for the purpose of commission. No commission shall be accrued nor paid to the Agent for any deposits which remain unpaid. The Company has the right to change the agreed upon Commission Agreement from year to year. The Company shall have the authority to deduct, setoff or recoup from any amounts owed by the Company to the Agent any amounts owed by the Agent to the Company.
Commission generated from the use of total deposits generated by the accounts established by the client will be paid to agent upon completion of each transaction as per the agreed upon percentage of the profits of relevant transactions.
The Agent shall have the following duties and obligations under this Agreement:
Agent is responsible for presenting Agent's transactional funding account holders with proper forms required by the Company and shall promptly forward to Agent's account holders all mandatory paperwork and account provisions.
COMMISSION PAYMENT PROCEDURE
Company shall pay commission(s) to the Agent as follow:
New Account Commission: One week after receipt and approval of a Transactional Investment account accompanied by all proper account information, forms and funds, if the account holder did not request a full refund within the one week grace period. (Agent is recommended to elect that deposit are made directly into a Chalfouh LLC account via wire transfer or Check issued by the new account holder). Once funds have been collected and cleared any due diligence requirements: Chalfouh LLC will remit the sign up commission to the Agent via Check for the total value of 20% of the management fee.
Transactional Account Commission:
For Cryptocurrency trading account, the Company will pay the Agent on a monthly basis based on profit share collected. Chalfouh LLC shall make available the agreed upon percentage of profits to the funds provider/account holder, then issue payment to Agent according to the proportion of funds used from the total amount of funds used for the said transaction. Commission payment shall be equal to 10% of the profits generated using the said funds.
For Real Estate Transactional Accounts, the Company will pay the Agent upon conclusion of a real estate transaction and based on profit share collected. Chalfouh LLC shall make available the agreed upon percentage of profits to the funds provider/account holder, then issue payment to Agent according to the proportion of funds used from the total amount of funds used for the said transaction. Commission payment shall be equal to 10% of the profits generated using the said funds.
Following is an example to further clarify commission distribution:
If a transaction used 10Million USD, and only 1 Million USD was used from funds provided by accounts opened by the agent, then agent shall get paid for profits generate from 1 Million USD. if Profits were 20% => 2 Million USD, then profits out of 1 Million USD would be calculated in a proportional way and would be equal $200,000.00 => 10% of these profits = $20,000
TERM AND TERMINATION
A. This Agreement shall remain in force until terminated. Either party may terminate this Agreement upon (30) days prior written notice.
B. This agreement shall not extend to the benefit of any successor in interest of the Agent, nor may any interest under this agreement be assigned by the Agent without the prior written consent of the Company, but such consent shall not be unreasonably withheld.
C. In the event of fraud or material breach of any of the conditions or provisions of this Agreement on the part of either party, the other party may terminate the Agreement immediately upon written notice.
D. This Agreement shall terminate immediately without notice in the event that any public authority cancels or declines to renew the Agent's license or if the Agent becomes insolvent, becomes financially unable to perform its obligations hereunder (as determined by the Company in its good faith discretion), files for bankruptcy protection, has a receiver appointed over any of its assets, or makes any assignment for the benefit of creditors.
E. Upon termination, all business produced by the Agent shall remain in full force and effect until the natural expiration or prior cancellation of such business, and shall be subject to all terms and conditions of this Agreement. Upon termination, the names and addresses of Account holders for accounts opened by the agent hereunder shall belong to the Agent if the Agent is not delinquent in any amounts due to the Company or if the Agent has not violated any conditions of this Agreement.
ERRORS AND OMISSIONS
The Agent is responsible for the acts, omission, commissions and return commission and those of the Agent's employees, in addition to those of the Agent's subagents and their agents and employees, as fully as though said acts were performed by the Agent. The Agent agrees to carry errors and omissions insurance covering business written under this agreement.
The Agent shall provide proof of such coverage to the Company each year. If the Agent fails to provide such proof, the
Company, at its' option, may terminate this agreement.
INDEMNITY
Each party indemnifies and holds the other party harmless against any costs (including reasonable attorneys' fees, losses, damages, penalties or other liabilities incurred as a result of the negligence, errors or omissions of the indemnifying party or its officers, directors, agents, representatives, contractors or employees. Without limiting the foregoing, Agent specifically agrees to indemnify the Company and hold the Company harmless against costs
(including reasonable attorneys' fees), losses, damages, penalties or other liabilities incurred or arising out Agent's (or its officers, directors, agents, representatives, contractors or employees) negligence or errors or omissions regarding Agent's countersignature activities, or failure to maintain proper license(s), appointment(s), or adherence to proper countersigning requirements as required by any state department.
GENERAL PROVISIONS
A. This Agreement and the obligations contained herein shall be interpreted in accordance with the laws of the State of California without regard to its rules of conflict of laws.
B. In the event of a dispute hereunder, the prevailing party shall be entitled to recover from the other party its Costs and reasonable attorneys' fees.
C. This Agreement may be amended only by an instrument in writing signed by the party against whom enforcement of any such amendment is sought.
D. This Agreement supersedes all previous agreements concerning the business of transactional funding between the Company and the Agent.
E. If any provision of the Agreement shall be invalid or unenforceable to any extent, the remainder of such provisions and of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
F. Independent Contractor Status: Contractor is an independent contractor, and the Contractor shall not be deemed, Client's employee. In its capacity as an independent contractor, Contractor agrees and represents, and Client agrees, as follows: Contractor may not perform similar services for others during the term of this Agreement.
Contractor and client shall agree in an addendum to this agreement on a clear working schedule, select the routes taken, starting and quitting times, days of work, and order the work is performed.
G. State and Federal Taxes: Company will not (i) withhold FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's behalf. (ii) Make state or federal unemployment compensation contributions on Contractor's behalf, or (iii) withhold state or federal income tax from Contractor's payments.
Contractor shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and, if Contractor is not a corporation, self-employment (Social Security) taxes. Upon demand, Contractor shall provide Client with proof that such payments have been made.
H. Fringe Benefits: Contractor understands that neither Contractor is not eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client.
I. Unemployment Compensation: Client shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.
J. Workers' Compensation: Client shall not obtain workers' compensation insurance on behalf of Contractor
K. Insurance: Client shall provide professional and liability insurance coverage to cover the contractor in the event where a legal action is being brought up against the client where the contractor was participating as the representative of the client to the interested parties. Contractor shall however obtain the following insurance coverage and maintain it during the entire term of this Agreement: Automobile liability insurance for each vehicle used in the performance of this Agreement -- including owned, non-owned (for example, owned by Contractor's employees), leased, or hired vehicles -- in the minimum amount of required by law combined single limit per occurrence for bodily injury and property damage.
L. Exclusive Agreement: This is the entire Agreement between Contractor and Client.
M. Modifying the Agreement: This Agreement may be modified only by a writing signed by both parties.
N. Resolving Disputes: If a dispute arises under this Agreement, any party may take the matter to California state court, jurisdiction of the county of Alameda. OR: If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Alameda County, CA. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Alameda County, CA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.
O. Confidentiality: Contractor acknowledges that it will be necessary for Client to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client's prior written permission except to the extent necessary to perform services on Client's behalf. • Proprietary or confidential information includes: • the written, printed, graphic, or electronically recorded materials furnished by Client for Contractor to use • any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of • business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information • information belonging to customers and suppliers of Client about whom Contractor gained knowledge as a result of Contractor's services to Client, and • other: ____________ _________.
Upon termination of Contractor's services to Client, or at Client's request, Contractor shall deliver to Client all materials in Contractor's possession relating to Client's business.
Contractor acknowledges that any breach or threatened breach of this Agreement will result in irreparable harm to Client for which damages would be an inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of this Agreement. Such equitable relief shall be in addition to Client's rights and remedies otherwise available at law.
P. Proprietary Information: The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Client, and Contractor hereby assigns to the Client all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agree not to challenge the validity of the Client’s ownership in the Work Product. • Contractor hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings. • The Client will be entitled to use Contractor’s name and/or likeness use in advertising and other materials.
Q. No Partnership: This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Client's behalf.
R. Assignment and Delegation: Either Contractor or Client may assign rights and may delegate duties under this Agreement. OR: Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Client's prior written approval.
S. Applicable Law: This Agreement will be governed by California law, without giving effect to conflict of laws principles.
