This agreement was last updated September 15, 2015.
This Affiliate Agreement (the “Agreement”) is made by and between CardFellow LLC, a limited liability corporation duly organized under the laws of Connecticut (hereinafter referred to as either “CardFellow”, or “CardFellow.com”), and you as an Affiliate user (hereinafter referred to as either “You”, “Your”, or “Affiliate” where appropriate) of any services that CardFellow offers (“Service”).
In consideration of the mutual promises and covenants contained herein, and your use of CardFellow’s services and/or acceptance of any payments from CardFellow, you agree to be bound by the terms of this Agreement. If You do not accept the terms of this Agreement, do not use CardFellow’s Services or accept any payments from CardFellow.
CardFellow reserves the right to amend this Agreement as needed from time to time, and Affiliate agrees that any such amendment will apply to Affiliate upon Affiliate’s continued use of CardFellow’s services and/or the acceptance of any payments or income from CardFellow.
“Visitor” means any person, or user that clicks on a Link to CardFellow’s Web site that is placed on an Affiliate’s Web site.
“CardFellow Account” is an account created at CardFellow’s Web Site by a business person who is looking to obtain electronic processing services.
“Affiliate ID” Is the unique number that is assigned to an Affiliate by CardFellow when an account is created for an Affiliate.
“Provider” refers to businesses that utilize the CardFellow Web Site to find prospective clients to whom they can provide electronic bankcard services.
“Commission” means the amount in U.S. Dollars that CardFellow agrees to pay Affiliate for his/her/its percentage of the fee collected when a provider places a quote for a visitor that was referred to CardFellow by Affiliate.
“Affiliate Link” means a hyperlink that is placed on an Affiliate’s site and contains the Affiliate’s unique identification number that, when clicked on, serves CardFellow’s Web site to the Visitor’s browser. The Link may be in the form of text, a button, a banner or any other format acceptable to CardFellow as outline by this Agreement.
“Inactive Account” means any Affiliate account that has not referred a Visitor for a period of at least twelve (12) months, or that has a monthly commission balance of $24 or less.
“Merchant” means a Visitor that chooses a processor and generates income.
“SPAM” is defined as e-mailing ANYONE, in bulk or by single mailing, about CardFellow, who has not specifically requested the information directly from Affiliate. CardFellow also considers any type of advertisement about CardFellow that is posted unsolicited on online venues (e.g. newsgroups, chat rooms, forums, etc.) to be spam.
Affiliate agrees to send visitors to the CardFellow site via the Affiliate’s unique Affiliate Link. If the visitor creates a CardFellow Account, the Affiliate’s ID will be associated with the particular visitor’s account in CardFellow’s Database and Affiliate will receive commissions as specified under Compensation below.
Affiliate will be issued an “Affiliate Link,” a unique URL which allows CardFellow to identify visitors from Affiliate site as originating from Affiliate. These visitors are tracked with this unique URL, and sales are recorded with the appropriate Affiliate ID. To receive commissions, Affiliate must use the provided Affiliate Link. The URL may be in various forms, such as a banner, image, or text link.
Affiliate is solely responsible for ensuring that their Affiliate Link is set up properly to qualify for commissions. You place CardFellow promotional text links and/or banners anywhere on your site as you see fit, or within non-spam emails.
As an Affiliate, you may place and remove CardFellow links on Your site and in Your email messages at Your discretion. CardFellow is not responsible for verifying, acknowledging, or notifying Affiliate of any obligations Affiliate has in placement of an Affiliate Link.
Affiliates are paid a commission when a Visitor chooses a processing quote, successfully opens a merchant account, and beings using the account to generate revenue.
Affiliates earn commission for as long as a Merchant is processing so long as their account remains active. So long as commissions are earned, Affiliates will continue to earn commission under the terms of this Agreement notwithstanding if either party terminates the agreement in good faith. Affiliate forfeit all rights to any commissions, if they are terminated by CardFellow for violating the terms of the Agreement.
Your commission will be based on a percentage of the net profits earned on any Visitor that You refer to CardFellow’s Service.
Affiliates can only have 1 account. Self-referrals are strictly prohibited and You cannot refer yourself to CardFellow and receive commission.
Your physical address listed for receiving checks must be your primary business address.
You understand that the Payout amount may be changed at any time. This information is also available to You at the CardFellow Member’s Area. You receive the Commission from CardFellow. Payments are made once per calendar month when Your account balance reaches $25 or more for the previous months’ transactions. Money credited to Your Account will not accrue interest.
If an Inactive Account has a balance between $25 and $50, a $25 fee will be assessed once per calendar month, until the balance is equal to zero dollars – and is closed. At no time will an Affiliate ever owe monies to CardFellow based on these fees – the account will simply be closed.
CardFellow intends to use Your information when issuing payments and to contact you periodically regarding promotions and matters pertaining to Your individual account.
If You have any questions about Your privacy rights, or would like further information regarding the confidentiality of Your interaction with CardFellow, contact us at admin@CardFellow.com.
AFFILIATE OBLIGATIONS AND REPRESENTATIONS
Affiliate agrees that a CardFellow Affiliate is an independent contractor and not an employee, agent, legal representative, or franchisee of CardFellow. Affiliate further agrees not to incur any debt, expense, obligation on behalf of, for, or in the name of CardFellow.
AFFILIATE AGREES TO NOT UTILIZE SPAM OR ANY SIMILAR ACTIVITY IN PROMOTING CARDFELLOW. THIS ACTION WILL RESULT IN THE IMMEDIATE SUSPENSION OR TERMINATION OF YOUR AFFILIATE ACCOUNT. AS A RESULT, ANY PENDING COMMISSIONS WILL BE FORFEITED AND CANCELLED. AFFILIATE WILL ALSO BE IN VIOLATION OF THE CARDFELLOW AFFILIATE AGREEMENT AND SUBJECT TO ALL AVAILABLE LEGAL ACTION
CardFellow promotional banners and links may only be placed in browsers windows that are a result of a direct user action (click, direct request, etc.). CardFellow promotional banners and links may not be included in unsolicited pop-up windows.
All Affiliate applications are subject to approval by CardFellow.
Any page that contains CardFellow links, banners, or code must be written in English.
A link to a non-CardFellow Web site does not mean that CardFellow endorses or accepts any responsibility for the content or the use of such Web site. Failure to abide by the terms of this Agreement may result in the termination at the complete discretion of CardFellow, without notice to you, the Affiliate.
You will not engage in any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes or scripts for the sole purpose of creating commissions. ANY ATTEMPTED action of this type WILL RESULT IN AFFILIATE TERMINATION AND VOIDED COMMISSIONS.
CHANGES TO THE SERVICE
CardFellow reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, CardFellow will notify You via e-mail, newsletter or the CardFellow.com Web site, at which time You may either agree to such changes or withdraw from the Service within 7 days of notice. Your continued use of the Service and/or acceptance of any payment from CardFellow constitutes your acceptance of any changes to the Service.
To sign up as an Affiliate of CardFellow and to use the Service as an Affiliate you must be at least 18 (eighteen) years of age, and supply a valid tax-id number.
THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE AS AN AFFILIATE: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to, WAREZ, CRACKING, and HACKING SITES. As part of the registration process, You will select a username and password combination that You use to access Your Affiliate area within the CardFellow.com Web Site. You shall provide CardFellow with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that CardFellow may rely on any data, notice, instruction or request furnished to CardFellow by You which is reasonably believed by CardFellow to be genuine and to have been sent or presented by a person reasonably believed by CardFellow to be authorized to act on Your behalf. You shall notify CardFellow by e-mail at ‘admin [at] cardfellow.com’ of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by CardFellow and referral to the appropriate law enforcement agencies.
Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms, forums or guestbooks. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid leads to CardFellow for that Link.
Points or reward programs for click or lead programs are strictly forbidden. CardFellow RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS An Affiliate. If You are terminated from the Service, CardFellow has the right to withhold money You earned as an Affiliate and You will not be allowed to re-join CardFellow.
TERM AND TERMINATION
This Agreement shall become effective as of the date it is executed by Affiliate and shall continue in full force and effect. Without limiting CardFellow’s rights or remedies under this Agreement, CardFellow may issue a warning, temporarily suspend, indefinitely suspend or terminate any or all Services under this Agreement if: (a) you breach any terms and conditions of this Agreement or the link policies and information incorporated, including our written policies and procedures posted on the Web site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, CardFellow or its Affiliates, or are contrary to the interests of the Web site or the CardFellow user community. Once temporarily suspended, indefinitely suspended or terminated, you may not continue to use the Web site under the same Account, a different Account or reregister under a new Account without the written authorization of an authorized representative of CardFellow.
DISCLAIMER OF ALL WARRANTIES
CardFellow DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICES PROVIDED, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, CardFellow SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
CardFellow SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THIS AGREEMENT. CARDFELLOW’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER, EXCEPT AS OTHERWISE STATED.
IN NO EVENT WILL CARDFELLOW BE RESPONSIBLE AND/OR LIABLE FOR ANY TECHNICAL PROBLEMS, ACTS BY THIRD PARTIES, OR OTHER EVENTS OUTSIDE OF THE CONTROL OF CARDFELLOW, WHICH MAY DISRUPT OR DIMINISH THE SERVICE. TRACKING OF AFFILIATE SALES DEPEND ON SEVERAL FACTORS, TECHNICAL AND OTHERWISE, WHICH ARE BEYOND THE CONTROL OF CARDFELLOW. IT IS THE GOAL OF CARDFELLOW TO MAKE AFFILIATE TRACKING AS ACCURATE AS POSSIBLE. IN NO EVENT WILL CARDFELLOW GUARANTEE TO ANY DEGREE TRACKING FOR SITUATIONS.ALL STATISTICS ARE COLLECTED AND CALCULATED BY CARDFELLOW, AND WILL BE THE ONLY VALID STATISTICS USED FOR DETERMINING COMMISSIONS.UNT WILL REMAIN IN AN ACTIVE STATE.
You agree that CardFellow, although the provider of the Service, has no responsibility or liability as a result of Your placement of authorized Links from Your Web site and You severally agree to indemnify, defend, and hold harmless CardFellow and its Affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to any placement of Affiliate Links or any other matter related to this Agreement.
OWNERSHIP AND LICENSES
You, the Affiliate, are granted a non-exclusive, non-transferrable, royalty-free, limited, revocable right to use CardFellow trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of CardFellow, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing shall remain CardFellow’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.
CardFellow will immediately terminate Your license to use the marks if CardFellow reasonably believes that such use dilutes, tarnishes or blurs the value of its marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by CardFellow above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge CardFellow’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of CardFellow. CardFellow reserves all rights in or to its trademarks and servicemarks but may be used by Affiliate in accordance with this agreement. Affiliate may in no way display a CardFellow logo, image, or trademark which may be distasteful, defame, or misrepresent CardFellow.
You may not assign this Agreement, in whole or in part, without our written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
This Agreement shall be governed by the laws of Connecticut, without regard to conflict of law provisions. The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of Connecticut, Hartford County and You consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.
If requested in writing, CardFellow agrees to supply a report showing CardFellow’s income earned on a Merchant for Merchants that You refer to CardFellow once per year . Such reports will show include the Merchant’s net sales for the month in question.
This Agreement represents the complete agreement concerning the Service and license and may be amended only by CardFellow. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. All other provisions of this Agreement will not be affected and will remain in full force and effect.
The failure of CardFellow to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision.
Any notices under this Agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Electronic notices shall be sent to firstname.lastname@example.org. Notices sent via traditional means will be deemed delivered when received. All traditional notices will be sent to CardFellow, PO Box #221, East Berlin, CT 06023.