Licensing Agreement For Membership Badge and Asset Toolbox Content Access and Usage

This Agreement ("Agreement") is effective as of the date of electronic signature of the person or persons (“Member”) accessing this portal (the "Effective Date"). The Agreement explicitly provides the use of the Housing Advocate Certification Program (the “HAC Program”) membership badge (the “Mark”) and accompanying marketing content (“asset toolbox”) in consideration for passage of the test to gain membership to NAF Promise, Inc.’s HAC program, administered by New American Funding, LLC, (“Organization”) and adherence to the specifications described herein.

WHEREAS, Organization is the owner of the Licensed Mark (as defined below); and

WHEREAS, Organization has created and manages the Housing Advocate Certification Program, which is an optional program for individual real estate agents, brokerage companies, and others to educate them on working with underrepresented communities in the context of their progressional work with homebuyers; and

WHEREAS, on full attendance of the HAC Program coursework and passage of the HAC Program membership test, real estate agents, brokerage companies, and others may gain membership to the HAC Program; and

WHEREAS, Member has completed the requirements and joined the HAC Program; and

WHEREAS, Member wishes to use the Licensed Mark to evidence its membership in the HAC Program, and to use the accompanying asset toolbox to assist with marketing its services within the Territory (as defined below); and

WHEREAS, Organization is willing to grant to Member a license to use the Licensed Mark and the content in the asset toolbox on the terms and conditions set out in this Agreement until membership lapses or expires with the end of the Term.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

"Affiliate" of a Person means any other Person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.

"Use Guidelines" means Organization's guidelines for the form and manner in which the Licensed Mark may be used under this Agreement, a copy of can be found at nafpromise.org and which is attached to this Agreement as Exhibit A, including any amendments or updates to them as Organization may provide in writing to Member from time to time.

"Effective Date" has the meaning set forth in the preamble.

"Indemnified Party" has the meaning set forth in Section 10.1.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, award, decree, other requirement, or rule of law of any federal, state, local, or foreign government, or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Licensed Mark" means the trademarks set forth on Schedule 1, whether registered or unregistered, and the content contained within this portal, referred to as the HAC Program asset toolbox, including the listed registrations and applications and any registrations which may be granted pursuant to such applications.

"Member" has the meaning set forth in the preamble.

"Organization" has the meaning set forth in the preamble.

"Losses" means losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

"Term" has the meaning set forth in Section 11.1.

"Territory" means the United States of America.

"Third-Party Claim" has the meaning set forth in Section 10.1.

2. License Grant.

   • Subject to this Agreement's terms and conditions, Organization hereby grants to Member during the Term a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Licensed Mark on its marketing materials throughout the Territory to signify its membership in the HAC Program, and the principles on which the HAC Program was founded (“Membership”).
   • Business Names, Domain Names, and Co-Branding. Without Organization's prior written consent, Member shall not use the Licensed Mark (or any mark confusingly similar thereto), individually or in combination, as part of (a) its corporate or trade name, (b) any domain name, or (c) any co-branding with a non-HAC Program member.

3. Use of the Licensed Mark

   • Compliance with Organization's Directions. All marketing materials referencing Member’s Membership must include the Licensed Mark. Member shall strictly comply with Organization's directions regarding the form and manner of the application of the Licensed Mark, including Organization’s Use Guidelines.
   • Trademark Notices. Member shall ensure that all materials carrying the Licensed Mark, are marked with the appropriate trademark notices, in accordance with Organization's instructions.

4. Ownership and Registration.

   • Acknowledgement of Ownership. Member acknowledges that (a) Organization is the owner of the Licensed Mark and all goodwill related thereto, and (b) all use of the Licensed Mark under this Agreement and any goodwill accruing from such use will inure solely to Organization's benefit. If Member acquires any rights in the Licensed Mark, by operation of law or otherwise, Member hereby irrevocably assigns such rights to Organization without further action by any of the parties. Member shall not dispute or challenge, or assist any Person in disputing or challenging, Organization's rights in and to the Licensed Mark or the Licensed Mark's validity.
   • Member Restrictions. Member agrees that it shall not, during the Term or thereafter, directly or indirectly:
     • take, omit to take, or permit any action which will or may dilute the Licensed Mark or tarnish or bring into disrepute the reputation of or goodwill associated with the Licensed Mark or Organization, or which will or may invalidate or jeopardize any registration of the Licensed Mark; or
     • apply for, obtain, or assist any Person in applying for or obtaining any registration of the Licensed Mark, or any trademark, service mark, trade name, or other indicia confusingly similar to the Licensed Mark in any country/in the Territory.
   • Maintenance of Registrations. Organization shall take all reasonable steps to maintain the existing registrations of the Licensed Mark or to prosecute to registration any pending or anticipated applications for so long as Organization is operating the HAC Program and the Licensed Mark is being used in commerce, as required by applicable Law. Member shall provide, at Organization's request and expense, all necessary assistance with such maintenance and prosecution.
   • No Encumbrances. Member shall not grant or attempt to grant a security interest in, or otherwise encumber, the Licensed Mark or record any such security interest or encumbrance against any application or registration regarding the mark in the United States Patent and Trademark Office or elsewhere.

5. Quality Control.

   • Acknowledgement. Member acknowledges and is familiar with the high standards, quality, style, and image of Organization and the HAC Program, and that Member at shall at all times conduct its Membership and use the Licensed Mark in a manner consistent with the HAC Program standards, and the standards, quality, style, and image of Organization.
   • Compliance with Organization Specifications. Member shall comply with any and all requirements, specifications, standards, and directions relating to the HAC Program or membership thereof, including its use of the Licensed Mark and asset toolbox materials, as communicated by Organization.
   • Compliance with Laws. In exercising its rights under this Agreement, Member shall comply with and shall ensure its use of the Licensed Mark will comply with all applicable Laws. Member shall promptly provide Organization with copies of all communications with any governmental, regulatory, or industry authority relating to the Licensed Mark or its Membership.
   • Complaints. Member shall promptly provide Organization with details of any complaints it receives relating to its Membership, together with reports on the manner in which such complaints are being, or have been, resolved and shall comply with any reasonable directions given by Organization concerning such complaints to the extent such complaints arise from use of the Licensed Mark, the HAC Program, or its membership in the same.

6. Marketing, Advertising, and Promotion.

   • Marketing and Advertising Requirements. Member shall ensure that its advertising, marketing, and promotion of its Membership in no way reduces or diminishes the reputation, image, and prestige of the Licensed Mark, the HAC Program, or Organization.
   • Cost of Marketing and Advertising. Member shall bear the costs of all advertising, marketing, and promotion for its use of the Licensed Mark in the Territory.

7. Enforcement.

   • Notification. Member shall immediately notify Organization in writing with reasonable detail of any: (a) actual, suspected, or threatened infringement of the Licensed Mark, claim that the Licensed Mark is invalid, or opposition to the Licensed Mark; (b) actual, suspected, or threatened claim that use of the Licensed Mark infringes the rights of any third party; (c) person applying for, or granted, a registered trademark by reason of which that person may be, or has been, granted rights which conflict with any of the rights granted to Member under this Agreement; or (d) other actual, suspected or threatened claim to which the Licensed Mark may be subject.
   • Actions. With respect to any of the matters listed in Section 1: (a) Organization has exclusive control over, and conduct of, all claims and proceedings; (b) Member shall provide Organization with all assistance that Organization may reasonably require in the conduct of any claims or proceedings; and (c) Organization shall bear the cost of any proceedings and will be entitled to retain all sums recovered in any action for its own account.

8. Payments.

   • Royalty-Free License. This License is provided to Member royalty-free, with no royalty payments to be made for the use of the Licensed Mark so long as Member is a member of the HAC Program and complies with the condition of Membership.

9. Representations and Warranties.

   • Mutual Representations and Warranties. Each party represents and warrants to the other party that:
     • it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the Laws of its jurisdiction of incorporation or organization;
     • it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder;
     • the execution of this Agreement by its representative whose signature is set forth electronically by proceeding into this portal has been duly authorized by all necessary organizational action of the party; and
     • when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
   • Disclaimer of Representations and Warranties. Nothing in this Agreement constitutes any representation or warranty by Organization that:
     • any Licensed Mark is valid;
     • any Licensed Mark (if an application) shall proceed to grant or, if granted, shall be valid; or
     • the exercise by Member of rights granted under this Agreement will not infringe the rights of any person.
   • Exclusion of Consequential and Other Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, ORGANIZATION WILL NOT BE LIABLE TO MEMBER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT ORGANIZATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification and Insurance.

    • Indemnification. Member shall indemnify, defend, and hold harmless Organization and its Affiliates, officers, directors, employees, agents, successors, and assigns (each, an "Indemnified Party"), from and against all Losses arising out of or in connection with any third party claim, suit, action, or proceeding (each, a "Third-Party Claim") relating to any actual or alleged: (a) breach by Member of any representation, warranty, covenant, or obligation under this Agreement; or (b) Member's exercise of its rights granted under this Agreement, including any infringement, dilution, or other violation of any intellectual property rights relating to
    • Indemnification Procedures. The Indemnified Party shall promptly notify the Member upon becoming aware of a Third-Party Claim under this Section 1 The Member shall promptly assume control of the defense and investigation of such Third-Party Claim, with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall reasonably cooperate with the Member in connection therewith, in each case at the Member's sole cost and expense. The Indemnified Party may participate in the defense of such Third-Party Claim, with counsel of its own choosing and at its own cost and expense. The Member shall not settle any such Third-Party Claim on any terms or in any manner that adversely affects the rights of any Indemnified Party without such Indemnified Party's prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed). If the Member fails or refuses to assume control of the defense of such Third-Party Claim, the Indemnified Party has the right, but no obligation, to defend against such Third-Party Claim, including settling such Third-Party Claim after giving notice to the Member, in each case in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party's failure to perform any obligation under this Section 10.2 nor any Indemnified Party's act or omission in the defense or settlement of any such Third-Party Claim will relieve the Member of its obligations under this Section 10.2, including with respect to any Losses, except to the extent that the Member can demonstrate that it has been materially prejudiced as a result thereof.

11. Term and Termination.

    • Term. This Agreement will commence as of the Effective Date and, unless terminated earlier in accordance with this Section 11, continue so long as Member remains a member of the HAC Program (the "Term").
    • Termination for Cause. Organization may terminate this Agreement immediately on written notice to Member if:
      • Member fails to uphold the requirements necessary to remain a member under the HAC Program;
      • Member fails to remain a member in good standing of the HAC Program;
      • Member breaches this Agreement and (if such breach is curable) fails to cure such breach within 10 business days of being notified in writing to do so;
      • Member (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or
      • Member challenges the validity or Organization's ownership of the Licensed Mark; or
      • there is a change in control of Member, and the new controlling interest in Member has not attained membership through the HAC Program at the time of change in control.

12. Post-Termination Rights and Obligations.

    • Effect of Termination. On the expiration or termination of this Agreement for any reason and subject to any express provisions set out elsewhere in this Agreement, all rights and licenses granted pursuant to this Agreement cease and Member shall cease all use of the Licensed Mark on any and all materials within a reasonable amount of time of the termination, not to exceed fourteen (14) days from the date of termination.
    • Surviving Rights. The rights and obligations of the parties set forth in this Section 2 and Section 1, Section 4.1, Section 4.2, Section 7, Section 9, Section 10, Section 11, Section 13,and Section 14, and any right, obligation, or required performance of the parties in this Agreement, which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
13. Assignment. Member shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Organization's prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Member (regardless of whether Member is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement and result in termination of the Agreement unless the recipient of the transfer has also completed the membership requirements for the HAC Program, in which case Organization's prior written consent is required. No delegation or other transfer will relieve Member of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 13 is void. Organization may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Member's consent.

14. Miscellaneous.

    • Further Assurances. Each party shall, upon the reasonable request of the other party, and, except as otherwise expressly set forth herein, at such other party's sole expense, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.
    • Independent Contractors. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for, or bind the other party in, any manner whatsoever.
    • No Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement, or, unless expressly permitted under this Agreement, otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party.
    • Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (other than routine communications having no legal effect) must be in writing and will be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses of their registered agents, or in the case of Member, the address provided to Organization for contact (or at such other address for a party as may be specified in a notice given in accordance with this Section 4).
    • Interpretation. For purposes of this Agreement, (a) the words "include," "includes," and "including" will be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Schedules, and Exhibits refer to the Sections of, and Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement will 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. Any Schedules and Exhibits referred to herein will be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
    • Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
    • Entire Agreement. This Agreement, together with all Schedules and Exhibits hereto and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
    • No Third-Party Beneficiaries. Except as expressly set forth in Section 10 with respect to Indemnified Parties, this Agreement is for the sole benefit of the parties hereto and nothing herein, express or implied, is intended to or will confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
    • Binding Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    • Amendment and Modification; Waiver. This Agreement may not be amended, modified, or supplemented by any other agreement, whether verbal or in writing signed by each party hereto.
    • Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent permitted under applicable Law.
    • Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal Laws of the State of Nevada, without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of Laws of any other. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted in the federal courts of the United States or the courts of the State of Nevada in each case located in the city of Las Vegas and County of Clark, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.
    • Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any claim, suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
    • Equitable Relief. Member acknowledges that a breach by Member of this Agreement may cause Organization irreparable harm, for which an award of damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Organization will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and Member hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies will not be deemed to be exclusive but are in addition to all other remedies available under this Agreement at Law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
    • Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Schedule 1

Licensed Marks: 

       

EXHIBIT A – Branding Guidelines

1. Eligibility for Use

To use the Housing Advocate Certification Program mark or badge, individuals must:

• Be a licensed real estate agent in good standing
• Have successfully completed the HAC training course and have passed the test
• Agree to and abide by these Terms and Conditions
• For Brokerages only:
  • The office must have at least 25 licensed agents
  • The managing broker must be a HAC Program member
  • 25-49 agents: 65% of licensed agents must be members
  • 50-99 agents: 55% must be members OR submit a 60-day plan to reach 65%
  • 100-199 agents: 50% must be members OR request approval for a designated pilot group
  • 200+ agents: EITHER 40% of all agents are members OR submit a request to become members for a clearly defined designated group (e.g., office, team, department). Badge use is limited to that group until broader membership is achieved
  • If the office drops below the threshold, a 30-day re-evaluation period may be granted to return to compliance
  • The managing broker remains the point of accountability for all membership requirements and must submit a current roster of licensed agents at the time of sign up and changes in the roster
  • Brokerages and their agents must comply with all federal, state, and local fair housing and anti-discrimination laws. Any violations, including those unrelated to badge use, may result in revocation of membership

2. License Grant

Member individuals and brokerages are granted a limited, non-exclusive, non-transferable, revocable license to use the HAC badge solely for individual promotional purposes and to indicate membership in the HAC Program, in accordance with these Terms.

For brokerages, this agreement applies only to the member office location. If the office splits, merges, reorganizes, relocates, or restructures, membership status must be re-evaluated, and a new application submitted. The license is limited to the office or place of business with which a member’s membership is associated, which is indicated in a member’s membership record.

3. Permitted Uses

Agents may use the HAC badge:

• On personal business cards
• In email signatures
• On personal social media and digital bios (with appropriate messaging consistent with these Terms)
• On listing flyers, provided it clearly reflects the agent is a member, not that the listing is certified in any way
• In speaker bios or event materials with appropriate messaging consistent with these Terms
• On flyers or graphics using approved templates or after obtaining review/approval
• For Brokerages only:
  • Brokerages may use the HAC badge on materials representing the member office only, including office-specific recruiting materials, marketing campaigns, digital ads, local event banners, and social media posts
  • Non-members of the brokerage may NOT use the HAC badge on their personal marketing materials

4. Prohibited Uses

Agents may not:

• Imply a listing, team, or brokerage is a part of the HAC Program unless expressly authorized
• Co-brand materials with non-HAC member professionals without express approval, see Section 5 for how to obtain approval
• Modify, distort, or recreate the badge
• Use the badge in paid advertisements or press without written approval
• Use the badge in ways that suggest endorsement by NAF Promise, Inc., NAF, Black Impact, or any listing
• Use the badge as a dominant graphic or as the sole headline
• Share the badge or marketing material templates with non-members for non-member use
• For Brokerages only:
  • The HAC badge may not be used in company-wide branding unless the required percentage is met company-wide
  • The badge may not appear next to non-member agents or listings not managed by member staff
  • Brokerages may not co-brand with non-member professionals using the HAC mark without express approval, see Section 5 for how to obtain approval
  • The HAC badge may not be used in recruitment to suggest racial preference, exclusivity, or quota-based hiring. All recruiting materials must be non-discriminatory and legally compliant
  • The HAC badge may not be used in materials that promote non-member offices or agents

5. Co-Branding & Event Use

All co-branded or event-related uses of the HAC badge must be submitted for prior review.

• Submit to: nafblackimpact@nafinc.com
• Allow 5-7 business days for response
• Co-branded usage is only permitted with non-HAC Program members with express approval, see Section 5 for how to obtain approval

6. Revocation of Rights

NAF Black Impact reserves the right to suspend or revoke badge usage at any time, including (but not limited to) cases involving:

• Loss of real estate licensure or good standing
• Misrepresentation of membership or role
• Use of badge in violation of brand or co-branding rules
• Conduct inconsistent with the values of NAF Promise, Inc. and Black Impact (authenticity, accountability, cultural awareness)
• Engaging in discriminatory, unethical, or predatory behavior
• Violations of state or federal laws
• Misrepresentation of services or misuse of the badge in public-facing materials
• Repeated failure to comply with marketing guidelines
• Distribution of materials to non-members
• Violation of these Terms

7. Membership Status Verification

NAF Black Impact reserves the right to publicly verify or confirm membership status to consumers, partners, or interested parties in the interest of transparency and brand protection.

8. Misuse Reporting

Suspected misuse of the HAC badge may be reported to nafblackimpact@nafinc.com. Reports will be reviewed and responded to at the discretion of NAF Black Impact.

9. Badge Retirement

If the HAC badge is rebranded or retired, agents will receive 30 days' notice to discontinue use of outdated versions. Updated assets will be provided, and legacy usage guidelines may apply.

10. Digital Environment Guidelines

Badge use on websites, email, and social platforms must:

• Follow approved layout and language in the Connective Marketing Guide
• Not create clickable links that imply sponsorship of unrelated services
• Be visually placed near agent name, photo, or footer-never as a dominant brand mark

11. Changes to Terms

NAF Black Impact may update these Terms at any time. Changes will be communicated by email and/or through the HAC portal. Continued badge or asset materials use after updates implies acceptance.

12. Limitations on Use of Outside of Real Estate Services

Use of the badge in connection with any unrelated business or brand is strictly prohibited, including but not limited to:

• Credit repair or financial services
• Real estate or business coaching
• Paid speaking engagements or workshops not affiliated with or approved by NAF Promise, Inc. and NAF Black Impact
• Branding materials or ventures unrelated to the agent’s real estate practice

Exceptions may be granted on a case-by-case basis but must be requested in writing and approved in advance by NAF Black Impact. Submit requests to nafblackimpact@nafinc.com, allowing 5-7 business days for review.

13. Compliance with Real Estate Licensing Laws and Advertising Standards

Member agents and brokerages must ensure that all usage of the HAC badge-including marketing materials, digital content, and printed collateral-is compliant with the rules and regulations set forth by their state's real estate licensing division or governing body.

This includes (but is not limited to):

• Proper disclosure of licensure and brokerage affiliation
• Inclusion of required license numbers or brokerage details where applicable
• Adherence to state-specific advertising laws and ethical guidelines
• Avoiding any claims or visuals that could be interpreted as misleading or deceptive

Failure to comply may result in disciplinary action, including revocation of membership.

14. Termination by Agent

Member agents may voluntarily terminate their license to use the HAC badge by submitting a written request to nafblackimpact@nafinc.com. Upon termination, the agent must immediately cease all use of the badge and remove it from all digital and printed materials.

15. No Transfer or Assignment

Membership and the right to use the HAC badge are granted to the individual agent or brokerage only and may not be transferred, sublicensed, or assigned to any other person, team, brokerage, or entity.

16. Non-Compliance Consequences

If an agent fails to comply with these Terms, NAF Black Impact may take any or all of the following actions:

• Issue a written warning or cease-and-desist
• Revoke membership without refund
• Publicly update the status of the agent as "inactive" or "not in good standing"
• Notify the agent's brokerage or state licensing authority (if appropriate)

17. Public Use & Media Policy

Member agents and brokerages must obtain prior written approval before using the HAC badge, HAC Program membership, NAF Promise, Inc., or the NAF Black Impact name in any public-facing media or promotional channels beyond standard real estate marketing. This includes, but is not limited to:

• Press releases
• Media interviews (print, podcast, radio, television, etc.)
• Book publications or speaking tours
• Collaborations with influencers, content creators, or brand partnerships
• Social media campaigns or posts that appear sponsored or monetized

Requests and questions should be submitted to nafblackimpact@nafinc.com with relevant context and draft materials. Please allow 5-7 business days for review. Unauthorized use may result in disciplinary action, including revocation of membership.

NAF Black Impact and NAF Promise, Inc. reserve the right to revoke HAC Program membership if the office or any of its agents engage in unethical, discriminatory, or unlawful behavior inconsistent with the values of the program-even if the issue is unrelated to badge usage.