The Tarvent Affiliate Referral Program Agreement

This Affiliate Referral Program Agreement (this “Agreement”) contains the complete terms and conditions that apply to your participation in Tarvent’s Affiliate Referral Program. As used in this Agreement, “we,” “us” or “Tarvent” means Tarvent, Inc and “you,” “your" or “Affiliate,” means you as the affiliate participating in this program. “Affiliate Site” individually and collectively means your website and/or e-mail communications and/or software applications. “Affiliate Referral Program” means the program we manage or control by which participating entities place links on their Affiliate Site that connect to the Tarvent website and for which a commission is earned for new Tarvent subscribers.

1. Participation
   1. You must sign up for an account to join the Tarvent Affiliate Referral Program. In signing up for an account, you are agreeing to be bound by Tarvent’s standard Terms of Service and Privacy Policy. Once registered, and we have approved your enrollment, you become a participant in the Affiliate Referral Program. Current and former Tarvent contractors, employees, and members of Tarvent employees’ immediate family are prohibited from participation in the Affiliate Referral Program.
      
   2. We use PayPal to remit commissions to our affiliates. For us to pay you your commissions, you must have a PayPal account linked to the e-mail address you used when registering for a Tarvent account. PayPal is a third-party service provider, and your use of PayPal is subject to the terms and conditions of PayPal, Inc. Tarvent will not have any liability or support obligations for any issues relating to your PayPal account.
      
   3. Affiliates are not eligible for commissions from their own personal accounts, or any account directly linked to them, including referred accounts with exact same names, billing address, or e-mail addresses.
      
   4. We currently offer affiliates the following commissions for referred accounts based on the monthly recurring revenue (“MRR”) of referred Client Accounts active at the time of billing:
      1. Starter (Starting tier): 20% commission of each referred billing
      2. Builder ($500 in total active referred MRR for the last three months): 25% commission of each referred billing
      3. Powerhouse ($1,500 in total active referred MRR for the last three months): 30% commission of each referred billing
2. Promotion
   1. Once you have signed up as an affiliate, we will provide you with a unique referral link (“Link”) that links to an Tarvent website to start the enrollment process. Whenever you tell a potential new subscriber about Tarvent and how we can help improve their marketing automation, you or the potential new subscriber will just use that Link, and we will take care of the rest. You must use the Link, otherwise, we have no way of tracking or knowing where the new subscriber came from, and we will not be able to pay you your commissions. To qualify under the Affiliate Referral Program, any new subscriber must not have been a previous subscriber to any of our Services.
      
   2. You and Tarvent will cooperate in good faith to promote the Services. Each Link will permit recipients to navigate directly to a page on the Tarvent website designated by us via a special tagged link format.
      
3. Use of Tarvent Trademarks
   1. Tarvent hereby grants to you during the Term (defined in Section 6 below) a non-exclusive, non-transferable, revocable, royalty-free license to establish hyperlinks between your Affiliate Site and the Tarvent website and to use Tarvent’s trade names, logos, trademarks and service marks (the “Marks”) solely for the purpose of marketing and promoting the Services.
      
   2. The foregoing license does not include the right to, and Affiliate will not modify the Marks in any manner, incorporate any of the Marks into any other trademark or service mark, or combine the Marks with any other words, logos, designs, service marks or trademarks. Affiliate will comply with any trademark usage guidelines and instructions provided by Tarvent in connection with Affiliate’s use of the Marks. We will have the right to review and monitor Affiliate’s use of the Marks. If there is any non-compliance with such guidelines and instructions, at Tarvent’s request and direction, Affiliate will, at its sole cost, promptly correct any non-complying use of the Marks. Affiliate will not adopt brands, logos, trademarks, service marks, trade names or other marks which are the same as or confusingly similar to the Marks. Affiliate’s use of the Marks in any advertisement, web page, promotional materials, or other items shall be subject to Tarvent’s prior review and approval, and Affiliate will furnish to Tarvent an advance copy of each such items. All goodwill arising from Affiliate’s use of the Marks will be solely for the benefit of Tarvent. The Affiliate will always maintain a high level of quality for the Affiliate Site.
      
   3. Except as set forth above, we each reserve all rights, title and interest in our respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks, and other intellectual property rights). Use of Marks except as set forth herein is strictly prohibited.
      
4. Restricted Activities
   Affiliate will conduct its business and activities in a manner that promotes a good, positive image and reputation for Tarvent and the Services. Without limiting the generality of the foregoing, Affiliate will not:
   1. use any inappropriate form of promotional, marketing, or advertising activity with your Link or Affiliate Site, which includes use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to Tarvent and the Services;
      
   2. engage in any unfair or deceptive trade practice involving the Services;
      
   3. participate in any promotion, advertising, marketing, or sale of any imitation of the Services;
      
   4. include or provide for in any Affiliate Site any page, screen, or social media platform that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties, or contains or promotes deceptive information; and
      
   5. impersonate any Tarvent employee;
      
   6. use any Marks to mislead potential new subscribers into believing you are endorsed or employed by Tarvent;
      
   7. use the string “Tarvent” for any website domain name;
      
   8. spam or send bulk-emails including Links;
      
   9. use paid advertising, search, or social pages for promoting Links;
      
   10. use its own Link to purchase any Services; and
       
   11. make or authorize any proposal, representation, warranty, guarantee, or communication relating to the Services that is inconsistent with Tarvent’s standard terms and policies, or that has not been approved or otherwise authorized by Tarvent in writing.
       
5. Commissions
   1. All Affiliates are required to complete and submit proper tax information to Tarvent before commission payments will be issued.
   2. You don’t have to worry about collecting any funds from any of the new subscribers you refer to us. Tarvent will bill the customer directly and will be solely responsible for collecting payment. When a new customer subscribes to the Services through your Link and continues a paid subscription for at least 60 days, we’ll then pay you a commission based on the amount of the monthly payments we collect from them as an Tarvent subscriber, including those amounts we collected in the first 60 days. The base commission for any affiliate is twenty percent (20%) of the monthly revenue received from such subscribers.
      
   3. As an Affiliate of the Affiliate Referral Program, we will provide you with access to the Affiliate Referral Program Dashboard using your log-in credentials. As this dashboard is built out, you will be able to see a summary report for all new subscriptions directed from your Link for both paid and trial plans, including information on new subscriber pricing plans and the associated commissions. When a new subscriber enrolls for any of the Services on a paid plan through your Link, that subscriber will be shown under the “Pending Commissions” section of the Dashboard. After the first 60 days, the commission amount will then be shown under the “Due in Next Payment” section of the Dashboard.
      
   4. Approved commissions following the first 60-day period will be payable to you within 30 days of the end of each calendar month. We will pay you your commission through your PayPal account as long as you have a balance of $50 or more under the “Commission payable” section and a minimum of two new subscribers.
   5. You and Tarvent, will be responsible for paying any applicable taxes and duties that may be imposed with respect to any compensation, commissions, or payments received under or in connection with this Agreement.
   6. At Tarvent’s discretion, it may increase affiliate commissions based on performance on a case-by-case basis and may revert back to the original percentage if performance does not remain consistent. Tarvent does not guarantee increases in commission to any affiliate, and Tarvent retains the right to change, modify, or cancel any commission plan at any time.
6. Term and Termination
   1. The term of this Agreement (the “Term”) will begin upon your acceptance of this Agreement and will end when terminated. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least five (5) days written notice of termination.
      
   2. You are only eligible to earn commissions on new subscriptions occurring during the Term and that remain subscribed for at least 60 days as of the effective date of termination. Tarvent may, in its sole discretion, pay you commissions for any new subscribers that remain subscribed for 60 days after the effective date of termination, but has no obligation to do so.
      
7. Representations and Warranties
   Each of us hereby represents and warrants to the other that:
   1. it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
      
   2. it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; and
      
   3. it will perform its obligations in compliance with all laws, rules, and regulations applicable to its activities pursuant to this Agreement.
      
8. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
   1. Tarvent will remain solely responsible for the operation of the Tarvent website and Services, and you will remain solely responsible for the operation of the Affiliate Site. Each party acknowledges that (i) their respective sites may be subject to temporary downtime due to causes beyond their reasonable control, and (ii) it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service.
      
   2. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES AND AFFILIATE REFERRAL PROGRAM ARE PROVIDED “AS IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TARVENT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR THROUGH COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING (I) THE AMOUNT OF COMMISSIONS AFFILIATE MAY GENERATE DURING THE TERM, AND (II) ANY ECONOMIC OR OTHER BENEFIT THAT AFFILIATE MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
      
   3. UNDER NO CIRCUMSTANCES WILL TARVENT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS, LOST BUSINESS, OR LOST DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF TARVENT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. TARVENT’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER CAUSE OF ACTION WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE UNDER THIS AGREEMENT IN THE THREE-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
      
9. Indemnification
   You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of any Affiliate Site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights in respect of your Affiliate Site and activities under this Agreement.
   
10. Dispute Resolution; Binding Arbitration
    Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Tarvent and limits the manner in which you can seek relief from us.
    1. Except for small claims disputes in which you or Tarvent seek to bring an individual action in small claims court, you and Tarvent waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement resolved in court. Instead, all disputes arising out of or relating to this Agreement will be resolved through confidential binding arbitration held in Castle Rock, Colorado in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available at www.jamsadr.com and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
       
    2. YOU AND TARVENT AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT IS PERSONAL TO YOU AND TARVENT AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.
       
    3. You and Tarvent agree that this Agreement affect interstate commerce and that the enforceability of this Section 11 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. All disputes between Tarvent and you will be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, consolidate more than one individual’s claims, or preside over any proceeding involving more than one individual, all of which are prohibited by this Agreement. You and Tarvent agree that for any arbitration you initiate, you will pay the filing fee and Tarvent will pay the remaining JAMS fees and costs. For any arbitration initiated by Tarvent, Tarvent will pay all JAMS fees and costs. You and Tarvent expressly agree that the state and federal courts of Castle Rock, Colorado shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
       
    4. Any claim related to this Agreement must be filed within one year after the claim arose; otherwise, you and Tarvent no longer have the right to assert the claim.
       
    5. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 11 by sending a written letter to Tarvent, Attention: Reseller Program, 165 Caprice Court, Suite A, Castle Rock, CO 80109, that specifies (i) your name, (ii) mailing address, and (iii) your request to be excluded from the final, binding arbitration procedure specified above. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 12(c) of this Agreement.
       
11. General Provisions
    1. You and Tarvent are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.
       
    2. Neither you or we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
       
    3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Colorado, without reference to its conflict of laws provisions. You and Tarvent expressly agree to exclusive jurisdiction in any competent court in Castle Rock, Colorado.
       
    4. 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. Notices sent via traditional means will be sent via postal mail or certified mail, return receipt requested. Notices to Tarvent will be sent to: Tarvent, Attention: Affiliate Referral Program, 165 Caprice Court, Suite A, Castle Rock, CO 80109.
       
    5. You may not assign this Agreement, in whole or in part, without our prior 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.
       
    6. The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
       
    7. This Agreement represents the entire agreement between you and us with respect to the subject matter covered by this Agreement and supersedes any other oral or written agreements regarding such subject matter and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.
       
    8. If any provision of this Agreement is determined to be invalid, unlawful, void, or unenforceable to any extent, such provision will be interpreted to best reflect the parties’ intent, and the remainder of this Agreement will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.