Downline Agreement

DOWNLINE AGREEMENT FOR CHARGE-BACK LIABILITY

This Downline Agreement for Charge-Back Liability (the "Agreement") is made and entered into as of the date of signature below, by and between Hakeem Hooker, “Upline”, whose principal place of business is located at 14502 Greenview Dr. Suite 500 #1104, and the person signing below, “Downline”, whose principal place of business, last four digits of Social Security Number, National Producer Number (NPN) and Driver’s License Number are as provided in this form.

RECITALS

WHEREAS, Downline is entering into a working relationship with Upline to market and sell insurance policies provided by various carriers (the "Carriers") and/or utilize lead services offered by Lead Centers (the "Lead Center");

WHEREAS, the Carriers and/or Lead Centers may issue chargeback debts resulting from cancellations, terminations, non-payments, or other similar circumstances.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. CHARGE-BACK DEBT LIABILITY

1.1 Downline agrees to assume full personal responsibility for payment of any and all charge-back debt incurred as a result of cancellations, terminations, non-payments, or other similar events associated with the business written under their name or associated with their downline (collectively, the "Charge-Back Debt").

1.2 Downline further agrees that they will be fully liable for all charge-back debts owed to the Carriers and/or Lead Centers, whether incurred directly by the Downline or by their downline.

2. COLLECTION COSTS AND LIABILITY

2.1 If Downline fails to pay the Charge-Back Debt in full upon notice, Downline shall be liable for any and all costs related to collecting such debt, including, but not limited to: Collections’ fees; Attorneys' fees; Court costs; Consequential damages; and Punitive damages, as permitted by law.

3. PAYMENT TERMS

3.1 Payment of any outstanding Charge-Back Debt must be made within 30 days of receiving notice from Upline or its authorized representatives.

3.2 Downline may request a repayment plan in writing, subject to Upline’s approval at its sole discretion. Approval or denial of such requests shall not waive Upline’s rights under this Agreement.

4. GOVERNING LAW AND LEGAL PROVISIONS

4.1 This Agreement shall be governed by and construed in accordance with the laws of the State in which Upline is located, without regard to its conflict of laws principles.

4.2 Any legal proceedings arising out of or related to this Agreement shall be brought exclusively in the courts located in the State of Maryland, United States.

4.3 Waiver of Jury Trial – Both parties expressly waive their right to a jury trial in any dispute arising from or related to this Agreement.

4.4 Superseding Effect – This Agreement supersedes any and all prior agreements, whether oral or written, signed by the Downline, including but not limited to any contracts executed between Downline and any Carrier, Lead Center, or other entity. Additionally, this Agreement is retroactive and enforceable for all contracts signed with any and all Carriers at any point in time, regardless of whether they were executed before the effective date of this Agreement.

4.5 Enduring Agreement – This Agreement shall remain in full force and effect for the duration of Downline’s business activities under Upline, including after termination of any specific contract unless otherwise agreed to in writing by both parties.

5. SEVERABILITY

5.1 If any section or provision of this Agreement is found to be invalid or unenforceable under applicable law, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

6. ENTIRE AGREEMENT

6.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and may only be amended or modified by a written document signed by both Parties.

By signing below, the Parties acknowledge that they have read, understood, and agreed to the terms and conditions of this Agreement.