Affiliate & Referral Program Terms

Last updated 1st May, 2026

These Affiliate & Referral Program Terms ("Program Terms") constitute a binding legal agreement between you ("you," "your," "Participant," "Affiliate," or "Referrer," as applicable) and Halocard LLC ("Halocard," "we," "our," or "us"), a Wyoming limited liability company, governing your participation in the Halocard Affiliate Program and the Halocard Referral Program (each, a "Program," and together, the "Programs").

These Program Terms supplement and incorporate by reference the Halocard Terms of Service (available at halocard.co/legal/terms-of-service) and the Halocard Privacy Policy (available at halocard.co/legal/privacy-policy). In the event of any conflict between these Program Terms and the Terms of Service with respect to matters governed by these Program Terms, these Program Terms control.

By registering for or participating in either Program, you agree to be bound by these Program Terms, including provisions that limit our liability and require binding individual arbitration of disputes. If you do not agree, you must not participate in either Program.

1. About the Programs

1.1 The Affiliate Program

The Affiliate Program is Halocard's commercial referral program for individuals and entities approved by Halocard to promote the Halocard Platform in exchange for monetary commissions. Participation in the Affiliate Program is by application and approval only and is governed by Section 3 of these Program Terms.

1.2 The Referral Program

The Referral Program is Halocard's peer-to-peer invitation program available to existing Halocard users in good standing. Referrers receive rewards for inviting new users to the Platform who successfully register, complete identity verification, and meet additional qualifying criteria. Participation is governed by Section 4 of these Program Terms.

1.3 Distinct Programs

The Programs are distinct and serve different purposes. The Referral Program is intended for personal, non-commercial referrals between users and their personal networks. The Affiliate Program is intended for commercial promotion by approved Affiliates through dedicated marketing channels. You may not use the Referral Program to conduct activities properly governed by the Affiliate Program, and Halocard reserves the right to recharacterize, withhold, or recover rewards or commissions where Program use is inconsistent with these Program Terms.

1.4 Changes to the Programs

We may modify, suspend, discontinue, or impose conditions on either Program at any time, with or without notice. We may add or remove features, change reward and commission structures (subject to Section 5), or change how the Programs operate. Your continued participation in a Program after any such changes constitutes acceptance of those changes.

2. Definitions

In these Program Terms, the following terms have the meanings set out below. Capitalized terms used but not defined in these Program Terms have the meanings given to them in the Terms of Service.

  • "Affiliate" means a Participant who has applied to participate in the Affiliate Program and whose application has been approved by Halocard in accordance with Section 3.
  • "Affiliate Account" means the account established by an approved Affiliate for purposes of participating in the Affiliate Program, which is separate from any Halocard Account the Affiliate may maintain as a Halocard user.
  • "Affiliate Code" means the unique referral code assigned to an Affiliate to identify Clients referred by that Affiliate.
  • "Affiliate Link" means the unique hyperlink provided to an Affiliate to direct prospective Clients to the Platform.
  • "Brand Guidelines" means the Halocard brand and content standards published by Halocard from time to time at the location designated within the Affiliate Account, as updated from time to time.
  • "Client" means a new user of the Platform who registers a Halocard Account through an Affiliate Link or Affiliate Code, successfully completes Halocard's identity verification process, funds their Halocard Account, and meets such additional qualifying criteria as Halocard may specify from time to time.
  • "Commission" means the monetary compensation payable by Halocard to an Affiliate for a successful Client referral, as set out in Section 5.
  • "Disclosure" means a clear and conspicuous disclosure of a paid promotional or material connection relationship between the Affiliate or Referrer and Halocard, complying with the standards set out in Section 7.
  • "FTC Endorsement Guides" means the Guides Concerning the Use of Endorsements and Testimonials in Advertising published by the U.S. Federal Trade Commission, as amended from time to time.
  • "Participant" means an Affiliate or Referrer.
  • "Prohibited Promotion Territories" means the jurisdictions in which Halocard cards cannot be issued, as identified in Section 5.3 (Geographic Restrictions - Card Issuance) of the Terms of Service, as updated from time to time.
  • "Promotional Materials" means any content, copy, creative, video, audio, image, post, page, advertisement, or other material used to promote the Platform under either Program, whether produced by Halocard or by a Participant.
  • "Referral" means a new user of the Platform referred by a Referrer who successfully registers a Halocard Account, completes identity verification, funds their Halocard Account, and meets such additional qualifying criteria as Halocard may specify from time to time.
  • "Referrer" means an existing Halocard user in good standing participating in the Referral Program.
  • "Reward" means the credit, bonus, or other compensation payable by Halocard to a Referrer for a successful Referral, as set out in Section 5.

3. Affiliate Program

3.1 Eligibility

To be eligible for the Affiliate Program, you must:

  • be at least 18 years of age (or the age of majority in your jurisdiction);
  • have legal capacity to enter into binding contracts;
  • successfully complete Halocard's identity verification process for Affiliates, including any business verification required under Section 3.3;
  • not be located in, organized under the laws of, or a resident of any Prohibited Promotion Territory or any jurisdiction where Halocard is prohibited from operating;
  • not appear on, and not be owned or controlled by any person or entity appearing on, any sanctions list maintained by the United States Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, His Majesty's Treasury, or any other relevant governmental authority;
  • be legally permitted to receive Commissions under applicable law in your jurisdiction;
  • hold all licences, registrations, exemptions, authorisations, and approvals required under applicable law to conduct promotional activities for the Programs in any jurisdiction in which you operate; and
  • comply with these Program Terms, the Terms of Service, the Brand Guidelines, and all other applicable Halocard policies at all times.

3.2 Application & Approval

Participation in the Affiliate Program is by application and approval only. Halocard has sole discretion to accept or reject any application for any reason or no reason and is under no obligation to provide reasons for any rejection. Only applicants whose registrations are expressly approved by Halocard, by email confirmation or equivalent written notice, become Affiliates.

3.3 Identity Verification & KYC

Every Affiliate is subject to identity verification before approval. Halocard may require the following information and documentation, and may require ongoing verification at any time during your participation:

  • For Individual Affiliates: government-issued photo identification, proof of address, taxpayer identification information, mobile phone verification, and such other information as Halocard reasonably requests.
  • For Entity Affiliates: business formation documents, tax identification (EIN, VAT, or equivalent), beneficial ownership information for owners holding 25% or greater interest, authorized representative identification, and such other information as Halocard reasonably requests.

Halocard may submit information you provide to third-party identity verification, KYC, and sanctions screening services. Failure to complete or maintain verification, or material change in your status, may result in suspension or termination of your participation.

3.4 Affiliate Account & Credentials

Halocard will issue you unique credentials granting access to your Affiliate Account, including (where applicable) Affiliate Codes, Affiliate Links, and access to a reporting dashboard. Your credentials are personal to you and non-transferable. You must:

  • keep your credentials strictly confidential and not share them with any third party;
  • enable and maintain two-factor authentication where offered;
  • comply with all security protocols communicated by Halocard from time to time; and
  • notify us immediately at legal@halocard.co if your credentials are lost, compromised, or subject to unauthorized use.

Any access to the Affiliate Program or activity attributed to your Affiliate Code or Affiliate Link will be attributed to you, and you are responsible and liable for all such activity, including activity conducted by persons accessing your Affiliate Account with or without your authorization.

You are prohibited from registering multiple Affiliate Accounts or generating Commissions through accounts you control or coordinate other than your approved Affiliate Account. Halocard reserves the right to adjust, withhold, or reclaim Commissions generated through such activity and to terminate your Affiliate Account.

3.5 No Sub-Affiliates

The Affiliate Program does not currently offer sub-affiliate or multi-level commissions. A Client referred by an Affiliate who subsequently becomes an Affiliate themselves does not entitle the original Affiliate to any portion of Commissions earned by that subsequent Affiliate. Halocard reserves the right to introduce a sub-affiliate structure in the future, on terms to be published in advance.

4. Referral Program

4.1 Eligibility

To be eligible for the Referral Program, you must be a registered Halocard user with an Account in good standing, have successfully completed identity verification, and comply with these Program Terms and the Terms of Service.

4.2 Participation

Eligible users may participate in the Referral Program by sharing their unique referral code or link with prospective new users. Participation is automatic upon meeting the eligibility criteria; no separate application or approval is required.

4.3 Qualifying Referrals

For a Referral to qualify for a Reward, the Referral must:

  • be a new user of the Platform who has not previously registered a Halocard Account;
  • register using the Referrer's unique referral code or link;
  • successfully complete Halocard's identity verification process;
  • fund their Halocard Account in such minimum amount as Halocard publishes on the Platform from time to time; and
  • satisfy any additional qualifying criteria specified by Halocard from time to time on the Platform.

4.4 Anti-Abuse

You must not manipulate, game, or abuse the Referral Program, including by referring yourself through secondary accounts, creating fake accounts, referring known relatives or acquaintances where there is no genuine acquisition, submitting incentivized fake KYC, or engaging in any activity designed to improperly generate Rewards. Halocard reserves the right to investigate suspected abuse and to withhold, reclaim, or cancel any Rewards generated through fraudulent or abusive activity.

4.5 Personal, Non-Commercial Use

The Referral Program is intended for personal, non-commercial referrals between users and their personal networks. You may not use the Referral Program to conduct paid advertising, run campaigns through commercial channels, or otherwise act as an Affiliate without applying to and being approved for the Affiliate Program.

5. Commissions & Rewards

5.1 Affiliate Commission Structure

Subject to your continued compliance with these Program Terms, Halocard will pay Commissions on each Client referred through your Affiliate Code or Affiliate Link in accordance with the following structure:

  • Activation Commission: Five U.S. dollars (USD $5) payable upon the Client's successful completion of identity verification and first deposit of funds into their Halocard Account.
  • Recurring Commission: Five U.S. dollars (USD $5) per month for up to twelve (12) consecutive months, accruing each calendar month in which the Client maintains an active, paid subscription to a Halocard subscription plan, capped at a maximum of twelve (12) months from the Client's first paid subscription month.

No further Commissions accrue after the twelve-month cap, regardless of whether the Client continues as an active Halocard user. Halocard does not offer trailing or lifetime commissions.

Commission amounts and structure may be modified by Halocard from time to time on prospective basis only, with at least thirty (30) days' advance notice. Existing Clients referred prior to a modification will continue to accrue Commissions under the structure in effect at the time of their referral.

5.2 Referrer Reward Structure

Reward amounts, qualifying criteria, caps, and other Reward terms are published by Halocard on the Platform from time to time and may be modified at Halocard's sole discretion. Halocard will provide reasonable notice of material changes. No Reward is payable until the underlying Referral has met all qualifying criteria.

5.3 Commission Payout — Affiliates

Affiliates receive Commission payouts in U.S. dollars. Affiliates are not required to maintain a Halocard Account in order to participate in the Affiliate Program. Affiliates may elect one of the following payout methods:

  • Halocard Account credit: if the Affiliate maintains an active Halocard Account in their own legal name (or, for Entity Affiliates, in the name of the Entity Affiliate), Commissions are credited directly to the available balance of that Halocard Account; or
  • Single-load virtual card: if the Affiliate does not maintain (or does not wish to use) a Halocard Account for Commission payouts, Halocard will issue a single-load virtual Visa card loaded with the Commission payout amount, denominated in U.S. dollars, which the Affiliate may use for purchases at merchants that accept Visa. Cards issued under this method are subject to the Cardholder Agreement applicable to that card.

Halocard credits accrued Commissions from time to time, at intervals determined by Halocard. Halocard reserves the right to withhold, delay, or hold Commissions where reasonably necessary to verify the legitimacy of underlying Client activity, including during chargeback or fraud verification windows.

5.4 Reward Payout — Referrers

Referrers receive Reward payouts in U.S. dollars credited directly to the available balance of their Halocard Account. Referrers may use credited Rewards to fund cards or pay subscription fees in accordance with the Terms of Service.

5.5 No Rewards or Commissions in Certain Cases

No Commission or Reward is payable where:

  • the prospective Client or Referral fails to complete identity verification;
  • the prospective Client or Referral was already a Halocard user, or had previously registered a Halocard Account, prior to the referral;
  • the registration was not effected through your Affiliate Code, Affiliate Link, or referral link;
  • Halocard determines, in its reasonable discretion, that the referral is the result of fraud, abuse, or violation of these Program Terms;
  • the underlying transaction is reversed, refunded, charged back, or otherwise unwound;
  • payment of the Commission or Reward would be illegal or prohibited under applicable law; or
  • you are in breach of these Program Terms at the time payment would otherwise be due.

5.6 Records & Disputes

Halocard's tracking records and Commission and Reward calculations are final and conclusive absent manifest error. If you identify any discrepancy, you must notify Halocard in writing at legal@halocard.co within seven (7) days of the date the relevant tracking entry is first available to you in your Affiliate Account or Halocard Account. Failure to notify within this period constitutes acceptance of Halocard's records.

5.7 Set-Off & Clawback

Halocard is authorized to set off any amounts owed by you to Halocard against any Commissions or Rewards otherwise payable to you. Where Halocard identifies fraud, abuse, chargebacks, refunds, regulatory action, or breach of these Program Terms, Halocard may withhold, adjust, or reclaim Commissions or Rewards previously credited or paid, including by debiting your Halocard Account or offsetting against any future Commission or Reward payable to you.

5.8 Tax

You are solely responsible for all tax obligations arising from Commissions and Rewards, including income, self-employment, and value-added or sales tax, in any applicable jurisdiction. You are responsible for self-reporting and remitting any tax due. If Halocard is required by applicable law to withhold any tax from a Commission or Reward, or to issue any tax form or report to a tax authority, Halocard will do so as required, and any net amount paid to you will satisfy Halocard's payment obligation in respect of the amount withheld.

6. Promotional Standards & Brand Use

6.1 Promotional Materials

Affiliates may create their own Promotional Materials, provided that all such Promotional Materials comply with these Program Terms, the Brand Guidelines, and applicable law. Halocard may also provide Promotional Materials (logos, banners, copy, video, creative assets) for Affiliate use; such Halocard-provided materials must be used as supplied and may not be modified, edited, or adapted without Halocard's prior written consent.

6.2 Mandatory Use of Halocard-Supplied Language for Regulated Claims

Notwithstanding Section 6.1, any statement made in Promotional Materials concerning a regulated feature of the Platform must use language supplied or pre-approved by Halocard in writing, and may not be paraphrased, summarized, or modified.

6.3 Brand Guidelines & Takedown

You agree to follow the Brand Guidelines at all times. Halocard may, at its sole discretion, require you to remove, modify, or disable any Promotional Material that Halocard considers non-compliant, off-brand, or potentially harmful to Halocard's reputation or interests. You agree to remove or disable any Promotional Material identified by Halocard within twenty-four (24) hours of receiving notice, or such shorter period as Halocard may reasonably require to comply with legal, regulatory, or partner obligations. Failure to do so constitutes a material breach of these Program Terms.

6.4 Prohibited Channels & Contexts

You may promote the Platform on any third-party platform that is operated lawfully and consistent with the Brand Guidelines, except that you may not place Promotional Materials in or on:

  • platforms that primarily host or facilitate child sexual abuse material, illegal substances, weapons trafficking, or content originating from sanctioned jurisdictions;
  • dark web marketplaces, forums, or hidden services;
  • platforms or pages whose primary purpose is to circumvent merchant promotional terms (coupon-stacking, free-trial abuse, etc.);
  • content farms or pages whose primary purpose is search-engine manipulation;
  • channels or pages bidding on Halocard branded keywords in paid search; or
  • any platform or context that, in Halocard's reasonable opinion, may damage Halocard's reputation, partner relationships, or compliance posture.

6.5 Permitted Promotion Territories

You may not target, geo-locate, language-localize, or otherwise direct Promotional Materials to residents of any Prohibited Promotion Territory. This restriction applies regardless of whether the Promotional Material would be technically accessible from a Prohibited Promotion Territory; the relevant test is whether the promotion is targeted at residents of those jurisdictions.

The list of Prohibited Promotion Territories is set out in Section 5.3 (Geographic Restrictions - Card Issuance) of the Terms of Service. Halocard may amend that list from time to time in accordance with the amendment provisions of the Terms of Service, and updates apply automatically to your obligations under these Program Terms.

6.6 Mandatory Disclosure

You agree to comply with the FTC Endorsement Guides (as amended from time to time) and any analogous law or regulation in any jurisdiction in which you promote the Platform. Every Promotional Material that may result in your earning a Commission or Reward must include a clear and conspicuous Disclosure of your material connection to Halocard, prominently placed so that a reasonable person would notice it before engaging with the content. Failure to make a compliant Disclosure is a material breach of these Program Terms and is grounds for immediate termination and clawback of all Commissions or Rewards associated with the non-compliant Promotional Material.

6.7 No Off-Script Claims

You may not make any representation, statement, or claim concerning Halocard, the Platform, the Programs, or any Halocard product or service that is not consistent with information published by Halocard or supplied to you for use in Promotional Materials. You may not provide investment, financial, legal, or tax advice to prospective Clients, Referrals, or third parties in connection with the Platform or the Programs. You may not represent that you are authorized to act on behalf of Halocard, to bind Halocard, to enter into agreements on Halocard's behalf, or to make commitments to prospective Clients or Referrals.

6.8 Halocard Trademark License

Subject to your continued compliance with these Program Terms and the Brand Guidelines, Halocard grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Halocard's trademarks, logos, and other brand elements solely for the purpose of promoting the Platform under the Programs.

This license terminates immediately, and Halocard may revoke it at any time on written notice, if:

  • you use Halocard's trademarks beyond the scope of this license or in breach of these Program Terms or the Brand Guidelines;
  • Halocard considers, in its reasonable opinion, that your use may adversely impact the goodwill, reputation, or commercial interests of Halocard or its partners;
  • you breach any other provision of these Program Terms; or
  • your participation in the relevant Program is suspended or terminated.

You acknowledge that Halocard owns all right, title, and interest in and to its trademarks, and that all goodwill arising from your use of Halocard's trademarks accrues to Halocard.

7. Compliance, Audit & Anti-Fraud

7.1 Compliance Obligation

You are solely responsible for compliance with all laws and regulations applicable to your participation in the Programs, including but not limited to anti-money-laundering and counter-terrorist-financing laws, sanctions laws, consumer protection laws, advertising and endorsement laws, data protection laws, and laws governing the marketing or promotion of payment cards, financial services, or virtual assets in any jurisdiction in which you operate.

7.2 Audit Rights

Halocard may, at its own expense and on reasonable prior notice, retain a reputable independent third-party auditor (the "Auditor") to audit your compliance with these Program Terms. Audits will be limited in scope to anti-money-laundering and sanctions compliance, fraud, FTC Endorsement Guide compliance, data security and privacy compliance, and verification of the integrity of referrals attributed to you.

You agree to cooperate in good faith with any such audit, including by providing the Auditor with reasonable access to records, systems, and personnel relevant to the audit scope. The Auditor will execute a non-disclosure agreement with you, in customary form, before commencing the audit. Halocard will bear the cost of the audit unless the audit reveals a material breach of these Program Terms, in which case the cost of the audit is recoverable from you. Refusal to cooperate with a reasonable audit request constitutes a material breach.

7.3 Anti-Fraud, Anti-Self-Referral & Anti-Manipulation

In addition to the prohibitions in Section 4.4 (Referral Program) and elsewhere in these Program Terms, you must not:

  • refer yourself, whether directly or through a secondary, alias, or controlled account;
  • create, register, or coordinate referrals through fake, synthetic, or stolen identities;
  • submit or facilitate incentivized or fake KYC documentation;
  • generate referrals through traffic that violates merchant or platform terms (including coupon-stacking schemes, free-trial-arbitrage operations, or paid-search bidding on Halocard branded terms without authorization);
  • engage in cookie-stuffing, click-injection, attribution-hijacking, or other forms of attribution fraud;
  • offer cash kickbacks or undisclosed monetary inducements to prospective Clients or Referrals; or
  • engage in any other conduct designed to improperly inflate Commissions or Rewards or bypass the requirements of these Program Terms.

Halocard reserves the right to investigate suspected violations of this Section, to withhold, adjust, or reclaim Commissions or Rewards generated through such conduct, and to terminate your participation in the Programs.

7.4 Notification of Investigations

If you become aware that you are being investigated, audited, or formally questioned by any regulatory authority in connection with activities that touch on your participation in the Programs, you must notify Halocard at legal@halocard.co promptly and in any event within seven (7) days of becoming aware. Failure to do so may result in immediate termination of your participation.

8. Personal Data

8.1 Independent Controllers

Halocard and each Participant act as independent controllers of personal data each collects through its own channels in connection with the Programs. Each party determines its own purposes and means of processing the personal data it collects and is solely responsible for its own compliance with applicable data protection laws.

8.2 Data Collected by Halocard

For the avoidance of doubt, all personal data collected by Halocard from prospective Clients, Clients, prospective Referrals, and Referrals during account registration, identity verification, KYC, and use of the Platform is and remains the exclusive property of Halocard. No rights to such data are granted to Affiliates or Referrers under these Program Terms. Affiliates and Referrers may not access, scrape, retain, or use such data except as expressly authorized by Halocard in writing.

8.3 Data Collected by Affiliates

Where an Affiliate collects personal data of prospective Clients through its own marketing channels (for example, landing pages, lead-capture forms, analytics pixels, or email subscriber lists operated by the Affiliate), the Affiliate is the controller of such data and is solely responsible for:

  • providing all required notices and obtaining all required consents for collection, use, and disclosure of such data;
  • complying with all applicable data protection and electronic communications laws (including, where applicable, GDPR, UK GDPR, CCPA/CPRA, CAN-SPAM, and TCPA);
  • maintaining appropriate technical and organizational security measures; and
  • responding to data subject requests directed at the Affiliate.

Nothing in these Program Terms grants the Affiliate any right to share, sell, or otherwise disclose to Halocard personal data collected by the Affiliate, except where strictly required to attribute or process a referral.

8.4 No Joint Marketing Without Consent

Neither party may use the other's brand, logo, or name in joint marketing materials without prior written consent.

9. Acceptable Use & Prohibited Conduct

In addition to the obligations set out elsewhere in these Program Terms, you must not:

  • engage in any conduct that is unlawful, fraudulent, deceptive, defamatory, obscene, or otherwise objectionable;
  • promote any third-party product, service, or business in connection with the Programs in a manner that creates confusion as to whether the third party is affiliated with Halocard;
  • impersonate Halocard or any officer, employee, or partner of Halocard;
  • send unsolicited mass communications, spam, or messages in violation of CAN-SPAM, TCPA, GDPR, UK GDPR, PECR, CASL, or any other applicable electronic communications law;
  • infringe any intellectual property, privacy, publicity, or other proprietary right of any person;
  • attempt to reverse engineer, decompile, disassemble, scrape, or extract data from any part of the Platform other than through authorized Affiliate Program reporting tools;
  • redirect users away from the Platform or use Affiliate Links, Affiliate Codes, or referral links in any unauthorized manner;
  • create a new account or new Affiliate Account to re-join either Program following termination by Halocard for breach;
  • impose, charge, or collect any fee from prospective Clients, Clients, prospective Referrals, or Referrals in connection with the Programs; or
  • engage in any conduct that, in Halocard's reasonable opinion, constitutes market manipulation or is likely to harm Halocard's reputation, partner relationships, or business.

10. Your Legal Obligations

10.1 Representations & Warranties

By participating in either Program, you represent and warrant on a continuing basis that:

  • all information you provide to Halocard is true, complete, accurate, and current;
  • you have full legal capacity and authority to enter into and perform under these Program Terms (and, for Entity Affiliates, that the individual accepting these Program Terms has authority to bind the entity);
  • your participation does not violate any applicable law or any agreement to which you are a party;
  • you hold all licences, registrations, exemptions, authorisations, and approvals required under applicable law to conduct promotional activities in any jurisdiction in which you operate, and you will continue to hold them throughout your participation;
  • you are not subject to any sanctions, export controls, or other restrictions that would prohibit you from participating in either Program or receiving Commissions or Rewards;
  • you are not, and are not affiliated with, any person or entity identified on any sanctions list maintained by OFAC, the United Nations Security Council, the European Union, His Majesty's Treasury, or any other relevant governmental authority; and
  • all Promotional Materials you create or distribute comply with applicable law, the Brand Guidelines, the FTC Endorsement Guides, and these Program Terms.

You must promptly notify Halocard at legal@halocard.co if any of the foregoing representations ceases to be accurate.

10.2 Indemnification

You agree to indemnify, defend, and hold harmless Halocard, our Financial Partners, and our and their respective employees, directors, officers, agents, affiliates, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • your breach of these Program Terms, the Terms of Service, or any other agreement with Halocard;
  • your violation of any law, regulation, or third-party right;
  • your participation in either Program;
  • any Promotional Material you create, distribute, or are responsible for;
  • any representation, statement, or claim made by you concerning Halocard or the Platform;
  • any third-party claim arising from your acts or omissions in connection with either Program; and
  • your tax obligations.

This indemnification obligation survives termination of your participation and these Program Terms.

11. Our Legal Protections

11.1 Disclaimer of Warranties

THE USE OF "HALOCARD" IN THIS SECTION MEANS HALOCARD, OUR FINANCIAL PARTNERS, PROCESSORS, SUPPLIERS, AND LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES).

THE PROGRAMS AND ALL RELATED SERVICES, MATERIALS, AND TOOLS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. HALOCARD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HALOCARD DOES NOT WARRANT THAT THE PROGRAMS, ANY TRACKING SYSTEMS, ANY REPORTING DASHBOARD, ANY PROMOTIONAL MATERIAL, OR ANY COMMISSION OR REWARD CALCULATION WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED.

11.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HALOCARD BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN EITHER PROGRAM, EVEN IF HALOCARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF HALOCARD ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN EITHER PROGRAM IS LIMITED TO THE TOTAL COMMISSIONS AND REWARDS EARNED BY YOU IN RESPECT OF THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (WHETHER OR NOT SUCH AMOUNTS HAVE YET BEEN PAID).

THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

11.3 Force Majeure

Halocard is not liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, pandemics, fire, flood, accidents, network or power failures, cyberattacks, or failures of third-party service providers.

11.4 Records

Halocard's records relating to the Platform and the Programs (including electronic, computer, and archived records) are final and conclusive and binding on Participants for all purposes, absent manifest error. You agree that such records are admissible as evidence and waive any right to challenge their admissibility or authenticity solely on the basis that they were produced by or are the output of a computer system or are in electronic form.

12. Suspension & Termination

12.1 Termination by You

You may terminate your participation in either Program at any time by notifying Halocard at legal@halocard.co and ceasing all promotional activities. Upon termination, you must promptly remove all Promotional Materials, Halocard branding, and Affiliate Links or referral links from your channels.

12.2 Suspension or Termination by Halocard

Halocard may, at its sole discretion and with or without prior notice, suspend or terminate your participation in either Program, withhold, adjust, or reclaim any Commissions or Rewards (paid or unpaid), and take any other action it deems appropriate if:

  • you breach any provision of these Program Terms, the Terms of Service, or any other agreement with Halocard;
  • you fail to maintain the licences, registrations, or authorisations required under Section 3.1 and Section 10.1;
  • Halocard identifies fraud, abuse, or irregularity in your activities or those of your Clients, Referrals, or affiliated parties;
  • you target, geo-locate, or direct Promotional Materials to residents of a Prohibited Promotion Territory;
  • you fail to make Disclosures required under Section 6.6;
  • you refuse to cooperate with a reasonable audit request under Section 7.2 or fail to notify Halocard of an investigation under Section 7.4;
  • it becomes unlawful for either party to continue performance under these Program Terms;
  • you become Insolvent (as defined in the Terms of Service) or are subject to insolvency, bankruptcy, or similar proceedings;
  • you are convicted of fraud, a tax offense, or any crime involving dishonesty in any jurisdiction;
  • you are, in Halocard's reasonable opinion, no longer fit and proper to participate in either Program; or
  • Halocard decides to suspend or discontinue either Program.

12.3 Effect of Termination

Upon suspension or termination of your participation:

  • all rights and licences granted to you under these Program Terms immediately terminate;
  • you must immediately cease all promotional activities and remove all Halocard branding, Promotional Materials, Affiliate Links, and referral links from your channels;
  • in the case of termination for breach, fraud, or serious misconduct, you forfeit all unpaid Commissions and Rewards and Halocard may reclaim previously paid amounts to the extent reasonably attributable to the conduct giving rise to termination;
  • in the case of ordinary cancellation by you, Halocard will pay accrued and unpaid Commissions and Rewards in accordance with Section 5, less any set-off; and
  • you remain liable for all outstanding obligations incurred prior to termination.

12.4 Survival

The following Sections survive termination of your participation and these Program Terms: Section 2 (Definitions), Section 5.6–5.8 (Records, Set-Off, Tax), Section 6.8 (Trademark License — to the extent of post-termination cessation obligations), Section 7 (Compliance, Audit & Anti-Fraud, in respect of conduct during your participation, for twenty-four (24) months following termination), Section 8 (Personal Data), Section 10 (Your Legal Obligations), Section 11 (Our Legal Protections), Section 12.3 (Effect of Termination), Section 13 (Dispute Resolution), and any other provision that by its nature should survive.

13. Dispute Resolution

The dispute resolution provisions of the Halocard Terms of Service (including binding individual arbitration administered by the American Arbitration Association, the class action waiver, the small claims court exception, the injunctive relief exception, governing law of the State of Wyoming and applicable federal law, exclusive venue in Sheridan County, Wyoming, and the ninety (90) day deadline to initiate Disputes) apply to any Dispute arising out of or relating to these Program Terms or either Program, and are incorporated herein by reference. Capitalized terms used in this Section have the meanings given in the Terms of Service.

14. General Terms

14.1 Amendments

We may amend these Program Terms at any time by posting a revised version on our website, sending notice through the Platform, emailing you at your registered email address, or providing notice through other reasonable means. The revised Program Terms will be effective immediately upon posting or on the date specified in the notice, except that for material changes we will provide at least thirty (30) days' advance notice. Your continued participation after the effective date of any change constitutes acceptance of the revised Program Terms. If you do not agree, you must terminate your participation in accordance with Section 12.1.

14.2 Entire Agreement

These Program Terms, together with the Terms of Service, the Privacy Policy, the Brand Guidelines, and any other documents referenced herein, constitute the entire agreement between you and Halocard with respect to the Programs and supersede all prior agreements, understandings, or communications relating to the same subject matter. In the event of conflict between these Program Terms and the Terms of Service, these Program Terms control as to matters governed by these Program Terms; in all other respects, the Terms of Service controls.

14.3 Independent Contractor

You and Halocard are independent contractors. These Program Terms do not create any agency, partnership, joint venture, employment, or franchiser-franchisee relationship between you and Halocard. Neither party has authority to bind the other or to incur obligations on behalf of the other without prior written consent.

14.4 Assignment

You may not assign, transfer, delegate, or sublicense these Program Terms or any of your rights or obligations hereunder without our prior written consent. Any attempted assignment in violation of this provision is null and void. We may assign or transfer these Program Terms and any rights or obligations hereunder at any time without notice or consent.

14.5 Severability

If any provision of these Program Terms is found to be invalid, illegal, or unenforceable, the provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent. If modification is not possible, the invalid provision will be severed and the remaining provisions will continue in full force and effect.

14.6 Waiver

Our failure to enforce any provision of these Program Terms, or to exercise any right or remedy, does not constitute a waiver. No waiver is effective unless made in writing and signed by an authorized representative of Halocard.

14.7 No Third-Party Beneficiaries

These Program Terms do not confer any rights or remedies upon any person or entity other than you and Halocard, except as expressly stated herein (such as Indemnified Parties).

14.8 Notices

Legal notices to Halocard must be sent to legal@halocard.co or by nationally recognized overnight delivery service or first-class mail, postage prepaid, to: Halocard LLC, 30 N Gould St, STE R, Sheridan, WY 82801, USA. Notices to you may be given by SMS to your registered phone number, email to your registered email address, push notification through our applications, or posting on our website or in your Account dashboard.

14.9 Language

These Program Terms are made in the English language. Any translation is provided for convenience only. In the event of any inconsistency between the English version and any translation, the English version shall control to the maximum extent permitted by law.

14.10 Electronic Signatures

You consent to the use of electronic signatures, records, and disclosures in connection with these Program Terms. Your electronic acceptance of these Program Terms (by submitting an Affiliate application, accepting these terms in your Account, or participating in either Program) has the same legal effect as a handwritten signature.

BY SUBMITTING AN AFFILIATE PROGRAM APPLICATION, ACTIVATING YOUR REFERRAL CODE, OR OTHERWISE PARTICIPATING IN EITHER PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE PROGRAM TERMS.

YOU FURTHER ACKNOWLEDGE THAT THESE PROGRAM TERMS INCORPORATE THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER FROM THE HALOCARD TERMS OF SERVICE, WHICH AFFECT YOUR LEGAL RIGHTS.