MINISTRY TEAM AFFILIATE AGREEMENT
EFFECTIVE DATE: June 15, 2020
PRIMARY WEBSITE: SteubenvilleConferences.com
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THE FRANCISCAN UNIVERSITY OF STEUBENVILLE TERMS & CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THESE TERMS & CONDITIONS.
THE AGREEMENT: This Affiliate Agreement (hereinafter called the “Agreement”) is provided by Franciscan University of Steubenville. Our primary website is located at the address listed above. This Agreement is a legal document between you and Franciscan University of Steubenville, that describes the Affiliate relationship we are entering into. This Agreement covers your responsibilities as an affiliate and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer’s assistance if you desire, because each of the terms of this Agreement are important to our working relationship.
The parties referred to in this Agreement shall be defined as follows:
- Franciscan University of Steubenville, Us, We: As we describe above, we’ll be referred to as Franciscan University of Steubenville. Us, we, our, ours and other first-person pronouns will also refer to Franciscan University of Steubenville, as well as all employees or legal agents of Franciscan University of Steubenville.
- You, the Affiliate: You will be referred to as the “Affiliate.” You will also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
- Parties: Collectively, the parties to this Agreement (Franciscan University of Steubenville and You) will be referred to as “Parties” or individually as “Party.”
Further definitions for the purposes of this Agreement include:
- Affiliate: The business, individual, or entity applying to or participating in the Affiliate Program, or that displays Franciscan University of Steubenville’s products and Services and/or promotions on its website, or other means, using an affiliate tracking code in exchange for receiving a commission from Franciscan University of Steubenville for sales directly resulting from such display or promotion.
- Affiliate Program: The program we have set up for our affiliates as described in this Agreement.
- Affiliate Application: The fully completed form which must be provided to us for consideration of your inclusion in the Affiliate Program.
- Website: The primary website we have noted above will be referred to as Website.
- Referred Customer: Each new and unique customer referred from Affiliate through a Link that provides valid account and billing information.
- Commission: The amount you will be paid for each Qualified Purchase by a Referred Customer that you refer to Franciscan University of Steubenville pursuant to the terms of this Agreement.
- Qualified Purchase: A sale of Franciscan University of Steubenville Products and Services, to a Referred Customer that is not excluded under Section 7.
2) ASSENT & ACCEPTANCE
By submitting an application to our Affiliate Program, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please do not submit an application to our Affiliate Program. This Agreement specifically incorporates by reference any Terms & Conditions, Privacy Policies, or other legal documents which we may have on our website.
This Agreement does not create an exclusive relationship between you and us. You are free to work with similar affiliate program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.
4) PROGRAM SIGN-UP
In order to sign up for our Affiliate Program, you will first be asked to submit an Affiliate Application to join. The Affiliate Application may be found at the following website: http://store.steubenvilleconferences.com/affiliate-area
Submitting an Affiliate Application does not guarantee inclusion in the Affiliate Program. We are the sole and exclusive decision-makers on Affiliate acceptance. If we choose not to allow your inclusion in the Affiliate Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within 10 days, please consider your application rejected. We are not obligated to provide you any explanation for your rejection, but please be advised we may reject applicants for any reason or manner, including but not limited to a website or social media page or post which we determine to be offensive or otherwise unacceptable to Franciscan University of Steubenville in our sole discretion.
If your Affiliate Application is accepted, each of the terms and conditions in this Agreement applies to your participation. We may also ask for additional information to complete your Affiliate Application or for you to undertake additional steps to ensure eligibility in the Affiliate Program.
5) AFFILIATE PROGRAM
After your acceptance in the Affiliate Program, you must ensure your account is set up accurately and thoroughly, including specific payout information.
Please be advised the below is a general description of the Affiliate Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.
We will provide you with a specific link or links which correspond to certain products we are offering for sale (collectively, the “Link”). The Link will be keyed to your identity and will send online users to Franciscan University of Steubenville’s website or websites. You hereby agree to fully cooperate with us regarding the Link and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Link at all times. We may modify the specific link or links and will notify you if we do so. You agree to only use links which are prior approved by us.
Each time a Referred Customer completes the sale of the product or service and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following percentage of the sale: 45% (forty five percent).
Franciscan University of Steubenville, at our sole and exclusive discretion, shall determine the sale price of the product or products included in this Affiliate Agreement.
6) COMMISSION DETERMINATION AND QUALIFIED PURCHASES
We will determine whether payout is permissible in our sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement.
Processing and fulfillment of orders will be our responsibility. We will also provide real-time data regarding your account with us through the portal on which you log into the website. As described above, in order to be eligible for payout, Referred Customer purchases must be “Qualified Purchases.” Qualified Purchases:
- Must not be referred by any other partner or affiliate of Franciscan University of Steubenville (in other words, Qualified Purchases are only available through your specific Affiliate Link: you may not receive double commissions);
- May not be purchased prior to the Affiliate joining the Affiliate Program;
- May only be purchased through a properly-tracking Affiliate Link;
- May not be purchased by a customer in violation of any of our legal terms, Terms & Conditions, Privacy Policies, or other legal documents which we may have on our website;
- May not be fraudulent in any way, in Franciscan University of Steubenville’s sole and exclusive discretion;
- Must have been properly funded and paid for; and
- Must not have been refunded.
Franciscan University of Steubenville reserves the right to immediately cancel or withhold for later review any Commission that fails to meet the criteria of a “Qualified Purchase.” Affiliate is responsible for monitoring the payment, denial, and withholding of Commission; Franciscan University of Steubenville is not obligated to actively notify Affiliates of the status of Commission. Any changes to decisions about cancelled or withheld Commission are strictly made in Franciscan University of Steubenville’s sole discretion.
Franciscan University of Steubenville reserves the right to suspend the payment of Commission at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer. Franciscan University of Steubenville reserves the right to deduct from Affiliate’s current and future Commission any and all Commission corresponding to any fraudulent, questionable, or cancelled purchases.
Any attempt by an Affiliate to manipulate, falsify or inflate Qualified Purchases or Commission to intentionally defraud Franciscan University of Steubenville or any violation of the terms of this Agreement constitutes immediate grounds for Franciscan University of Steubenville to terminate the Affiliates participation in the Affiliate Program and will result in the forfeiture of any Commission due to the Affiliate.
7) ACCRUAL OF COMMISSIONS
Commissions will accrue and only become payable once you provide all relevant tax and information documentation pursuant to Section 8 below. All Qualified Purchases eligible to result in Commissions under this Section must remain active and in good standing pursuant to the terms of this Agreement in order to remain eligible for accrual of a Commission. Once a commission has accrued under this Section, the amount of such Commission shall be due and payable to you under the terms of Section 8.
8) COMMISSION PAYMENTS
- Subject to the terms of this Agreement and the accrual of commissions as set forth in Section 7 above, commissions will be calculated according to the specified percentage in Section 5 above.
- Commission will be processed approximately fifteen (15) to thirty (30) days after the close out of the Steubenville Live Virtual Conference, which is July 17-18, 2020. Franciscan University of Steubenville will compensate you only for Qualified Purchases made in accordance with this Agreement. For consistency in processing payments for Qualified Purchases, Franciscan University of Steubenville will use the Eastern Daylight Time (EDT) zone (UTC-4:00).
- Commission shall be paid via check based on the information submitted in your Affiliate application in conjunction with the W8/W9 tax form info previously submitted or confirmed via the 2020 Steubenville Conferences Preliminary Information Form. Such W8/W9 tax form info is required before any Commission shall accrue. You are responsible for the payment of all taxes related to the commissions you receive under this Agreement. In compliance with U.S. tax laws, Franciscan University of Steubenville will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable threshold.
- It is solely your responsibility to provide Franciscan University of Steubenville with accurate tax and payment information that is necessary to issue a Commission to you. If Franciscan University of Steubenville does not have or receive the necessary tax or payment information within ninety (90) days of a Qualified Purchase which would otherwise trigger Commission, the applicable commissions shall not accrue; and, no Commission will be owed with respect to such Qualified Purchase.
- If you have questions regarding the information we have on file, you may contact us at [email protected]. You are required to notify us promptly of any change in tax or other payment information. Any changes to your desired tax or other payment information may delay your Commission Payment by up to 8 weeks.
- Commission payments will be denominated in US currency. It is not our intent to push foreign exchange risk onto our international partners; instead, our Affiliate Programs have been structured to ensure exchange rate exposure is kept to a minimum.
- Franciscan University of Steubenville, in its sole discretion, reserves the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.
- Disputes: Affiliate has access to Franciscan University of Steubenville’s real-time Affiliate Program statistics and agrees to file any disputes in writing within the 2 weeks subsequent to the disputed sale. Disputes filed after 2 weeks subsequent to the disputed sale will not be accepted by Franciscan University of Steubenville; and, Affiliate forfeits forever any rights to a potential claim.
9) REPORTS OF QUALIFIED PURCHASES
You may log into your affiliate dashboard to review your potential Qualified Purchases statistics on a daily basis. The potential Qualified Purchases shown in this report have not been reviewed to confirm they meet all criteria for Qualified Purchases. As such, Commission may not be issued for all Referred Customers that appear in the affiliate dashboard.
10) TERM, TERMINATION AND SUSPENSION
- The term of this Agreement will begin upon our acceptance of your Affiliate Application and will end when terminated by either party (the “Term”). Either party may terminate this Agreement at any time, with or without cause.
- You are only eligible to earn Commission on Qualified Purchases occurring during the Term. We may withhold your final payment of Commission for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by Franciscan University of Steubenville in its sole discretion.
- Any Affiliate who violates this Agreement, Franciscan University of Steubenville’s Terms & Conditions, any other legal terms we have posted anywhere on our website or websites, or any applicable law will immediately forfeit any right to any and all accrued, but not yet received, Commission and will be immediately removed from the Affiliate Program.
- Franciscan University of Steubenville reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any or no reason, in Franciscan University of Steubenville’s sole discretion.
11) INTELLECTUAL PROPERTY. LICENSES AND USE OF FRANCISCAN UNIVERSITY OF STEUBENVILLE LOGOS AND TRADEMARKS.
You agree that the intellectual property owned by Franciscan University of Steubenville includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to Franciscan University of Steubenville (“Franciscan University of Steubenville IP”).
Subject to the limitations listed below, or elsewhere in this Agreement, we hereby grant you a non-exclusive, non-transferable, revocable license to (i) access our website through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use the Franciscan University of Steubenville trademark and logo and similar identifying material provided by us (collectively, the “Licensed Materials”), for the sole purpose of selling Franciscan University of Steubenville Products and Services and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials while you are an Affiliate in good standing and in compliance with all of the terms of this Agreement.
We may revoke this license at any time and if we find that you are using Franciscan University of Steubenville IP in any manner not contemplated by this Agreement (including, but not limited to, using the Licensed Materials in any manner that is disparaging or that otherwise portrays Franciscan University of Steubenville, or any Franciscan University of Steubenville employee or representative in a negative light), we reserve the right to terminate this Agreement. If not previously revoked, this license shall immediately terminate upon the termination of your participation in the Affiliate Program.
Other than as provided herein, you are not permitted to use any of Franciscan University of Steubenville IP or any confusingly similar variation of Franciscan University of Steubenville IP without our express prior written permission. This includes a restriction on using Franciscan University of Steubenville IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.
Please be advised that your unauthorized use of any Franciscan University of Steubenville IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you. You may be obligated to pay monetary damages or legal fees and costs.
You hereby provide us a non-exclusive license to use your name, title, trademarks, servicemarks, and logos to advertise our Affiliate Program. This license shall terminate upon the termination of your participation in the Affiliate Program.
12) MODIFICATION & VARIATION
Franciscan University of Steubenville may, from time to time and at any time, modify this Agreement at our sole discretion. You agree that Franciscan University of Steubenville has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If any modification is unacceptable to you or you otherwise do not agree to the update or replacement, your only recourse is to terminate this Agreement.
- To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
- You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.
Your continued participation in the Affiliate Program following our posting of any modification on our website will constitute binding acceptance of the change.
13) RELATIONSHIP OF THE PARTIES
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You are an independent contractor of Franciscan University of Steubenville and will remain so at all times. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that contradicts anything in this section.
14) ACCEPTABLE USE
You agree not to use the Affiliate Program or Franciscan University of Steubenville for any unlawful purpose or any purpose prohibited in this Agreement, under this clause, our Terms & Conditions, or other Franciscan University of Steubenville policies. You agree not to use the Affiliate Program in any way that could damage our websites, products, services, brand, brand image or the general business of Franciscan University of Steubenville.
15) PROMOTION OF OUR AFFILIATE RELATIONSHIP DISCLAIMER; DISCOUNTS AND COUPONS
- EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE FRANCISCAN UNIVERSITY OF STEUBENVILLE TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “FRANCISCAN UNIVERSITY OF STEUBENVILLE IP”) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT FRANCISCAN UNIVERSITY OF STEUBENVILLE’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE FRANCISCAN UNIVERSITY OF STEUBENVILLE IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY “INITIAL INTEREST CONFUSION” OVER THE USE OF FRANCISCAN UNIVERSITY OF STEUBENVILLE IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF FRANCISCAN UNIVERSITY OF STEUBENVILLE IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF FRANCISCAN UNIVERSITY OF STEUBENVILLE’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY FRANCISCAN UNIVERSITY OF STEUBENVILLE’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH FRANCISCAN UNIVERSITY OF STEUBENVILLE SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF FRANCISCAN UNIVERSITY OF STEUBENVILLE’S INTELLECTUAL PROPERTY RIGHTS.
- Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on the Franciscan University of Steubenville’s Products and Services, or other content concerning Franciscan University of Steubenville without Franciscan University of Steubenville’s prior written consent in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and links. Each Link connecting Referred Customers to the pertinent area of the Franciscan University of Steubenville website will in no way alter the look, feel, or functionality of the Franciscan University of Steubenville website. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in your termination from the Affiliate Program or the withholding of Commission.
16) FTC ENDORSEMENT DISCLAIMER
- It is the intent of Franciscan University of Steubenville to treat all of our customers fairly. Accordingly, we require all Franciscan University of Steubenville Affiliates to comply with applicable laws, regulations and guidelines concerning advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides, which require that material connections between advertisers and endorsers be disclosed. This means that all your directories, review/rating websites, blogs, or other websites, and any email or collateral that provide an endorsement or assessment of Franciscan University of Steubenville’s Products and Services must prominently (clearly and conspicuously) disclose the fact that you receive compensation for Referred Customers.
- Franciscan University of Steubenville reserves the right to withhold Commission and cancel the affiliate relationship with you should we determine, at our sole discretion, that you are not in compliance with the previously mentioned guide or other FTC regulations or guides that we deem relevant.
17) REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
- Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites or services;
- Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
You hereby agree to indemnify, defend, and hold harmless Franciscan University of Steubenville, its officers, directors, employees, agents, members, representatives, assigns, licensors and suppliers (collectively the “Indemnified Parties”) from and against all losses, expenses, liabilities, damages and costs (including, without limitation, settlement costs and legal or other fees and expenses) suffered or incurred by any of the Indemnified Parties arising out of, in connection with or related to your use or misuse of the Affiliate Program, your breach of this Agreement, or your conduct or actions. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of the settlement and disposition of any claim that is subject to indemnification by you.
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Franciscan University of Steubenville customer and vendor lists, or pricing and sales information (including without limitation commission rates), shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party not under any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) pursuant to a valid subpoena or order issued by a court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. In the event of such disclosure, the receiving party shall give the disclosing party prior notice before releasing any information unless giving such notice is prohibited.
20) INDEPENDENT INVESTIGATION
You understand that we may at any time (directly or indirectly) solicit Franciscan University of Steubenville relationships on terms that may differ from those contained in this Agreement. We may also solicit relationships with entities that are similar to or compete with you. You have independently evaluated the desirability of participating in the Franciscan University of Steubenville Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
21) FRANCISCAN UNIVERSITY OF STEUBENVILLE RESPONSIBILITIES
Franciscan University of Steubenville will be solely responsible for order processing (including payment processing, cancellations, and refunds) for orders for Franciscan University of Steubenville Products and Services placed by a Referred Customer, for tracking the volume and amount of Qualified Purchases, and for providing information to Affiliates regarding Qualified Purchase statistics.
22) POLICIES AND PRICING
Referred Customers who buy Franciscan University of Steubenville Products and Services through our affiliate network are deemed to be Franciscan University of Steubenville Customers. Franciscan University of Steubenville’s Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change our policies, pricing, and operating procedures at any time. For example, Franciscan University of Steubenville determines the prices to be charged for Franciscan University of Steubenville Products and Services sold through the affiliate network in accordance with our own pricing policies. Prices and availability of Franciscan University of Steubenville Products and Services may vary from time to time, from affiliate to affiliate, and from region to region. Because price changes may affect products, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information on our website, but we cannot guarantee the availability or price of any particular Franciscan University of Steubenville Product or Service.
23) SPAM POLICY
You are strictly prohibited from using the Affiliate Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails. Additionally, you may only send emails containing a Franciscan University of Steubenville affiliate link and or a message regarding Franciscan University of Steubenville or Franciscan University of Steubenville’s Affiliate Program to people who have previously consented to receiving such communications from you. Your failure to abide by this Section, the CAN-SPAM Act of 2003, our Spam Policy, and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Agreement by you and will result in the forfeiture by you of any and all rights you may have to any commissions and the termination of your participation in the Affiliate Program.
24) SERVICE INTERRUPTIONS
Franciscan University of Steubenville may need to interrupt your access to the Affiliate Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that Franciscan University of Steubenville shall have no liability for any damage or loss caused as a result of such downtime.
You agree that your use of the Affiliate Program is at your sole and exclusive risk and that any products or services sold or provided by us are on an “As Is” basis. Franciscan University of Steubenville hereby expressly disclaims any and all express or implied warranties of any kind (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). Franciscan University of Steubenville makes no warranties that the Affiliate Program will meet your needs or that it will be uninterrupted, error-free, or secure, including the tracking of information concerning Referred Customers during any period of interruption. Franciscan University of Steubenville also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Affiliate Program is your sole responsibility and that Franciscan University of Steubenville is not liable for any such damage or loss.
26) AGE RESTRICTION
You must be at least 18 (eighteen) years of age to join our Affiliate Program. By submitting an application to our Affiliate Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. Franciscan University of Steubenville assumes no responsibility or liability for any misrepresentation of your age.
27) YOUR REPRESENTATIONS & WARRANTIES
You hereby represent and warrant to us as follows:
- You have reviewed and understand this Agreement and agree to be bound by its terms.
- Your acceptance of this Agreement and participation in the Affiliate Program will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
- You are the sole and exclusive owner of the Affiliate trademarks and have the power to grant to Franciscan University of Steubenville the license to use such marks in the manner contemplated herein, and such grant will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any third person or entity.
- You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement.
- There is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
- During the Term, you will not disseminate content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of our Terms & Conditions or other Franciscan University of Steubenville policies.
- You are at least eighteen (18) years of age.
- Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this Agreement.
28) LIMITATION ON LIABILITY
Franciscan University of Steubenville is not liable – and will not be liable – for any damages that may occur to you as a result of your participation in the Affiliate Program, to the fullest extent permitted by law. The maximum aggregate liability of Franciscan University of Steubenville arising from or relating to this Agreement is limited to one hundred ($100) US Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
29) GENERAL PROVISIONS:
- LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
- JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Affiliate Program, you agree that Colorado shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and Franciscan University of Steubenville, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Arapahoe, Colorado. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
- ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Arapahoe. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of Colorado. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by Franciscan University of Steubenville will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
- ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by Franciscan University of Steubenville, the rights and liabilities of Franciscan University of Steubenville will bind and inure to any assignees, administrators, successors, and executors.
- SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
- NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision of this Agreement. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
- HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
- FORCE MAJEURE: Franciscan University of Steubenville is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
- ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email. For any questions or concerns, please email us at the following address: [email protected]
30) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the Affiliate Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.