Terms and Conditions Of Affiliate Partnership Agreement
These are the Standard Terms & Conditions ("T&C") for Christian Values Network, LLC’s (“Company”) Affiliate Partner Program.
Please read these T&Cs carefully before registering for the Christian Values Network Affiliate Partner Program (“Program”) on the www.cvn.org site, any of its partner sites, or using any of the tools and applications that it provides. These T&Cs are the terms and conditions governing the Program. By registering for the Program, and/or by downloading, installing and/or utilizing any of the Company software, you, as the affiliate participant in the program (“Affiliate”), agree to be bound by the Program’s T&Cs. Registration is defined as any manner in which a user name is generated, or some other means in which the Company could potentially identify you as the initiator of a Member transaction. Participation in the Program and its benefits are offered at the sole discretion of Company, and Company has the right to change the Program’s T&Cs, in whole or in part, at any time with or without notice. Please check these terms and conditions periodically for changes.
Background
1. The Company operates an interactive online media, shopping, and e-commerce platform that enables Christian Values Network users (“Users”) to access the cvn.org web site as well as web sites of third party merchants ("Merchants") and to purchase certain goods or services from such web sites.
2. Affiliate agrees to use best efforts to promote Company online and/or off-line to the Affiliate’s Members as defined below, and partner organizations as agreed to by the parties throughout the Term.
Eligibility
3. You must be one of the following:
-A tax-exempt organization with a 501(c)(3) determination letter from the IRS.
-A tax-exempt organization covered under a "group" exemption letter from the IRS.
-A public school that is a unit of a local or state government.
-A private school without its own or a “group” tax-exempt determination letter from the
IRS. If you checked this option, see Sending Supplemental Information below for instructions on how to provide requested documentation.
-A place of worship (synagogue, school, etc.) that does not have an IRS tax-exempt determination letter.
-A nonprofit organization organized for a charitable purpose, but that does not have a 501(c)(3) determination letter from the IRS.
4. “Member” shall mean any individual who has been “registered” through your organization and who has received both a Christian Values Network “welcome” email and a confirmation of password recognition from Company. Each Member may maintain only one account. Any duplicate accounts will be subject to cancellation. In order for registration to occur, Affiliate must provide Company with a member’s email and other relevant information necessary to enroll an Affiliate member as a Member of the cvn.org site and online shopping program (“Online Shopping Program”).
5. Currently the Program is only available via access to the cvn.org website (http://www.cvn.org), its partner organizations, or through code or applications specifically provided by Company. Accessing or utilizing the Program through any website or portal not designated by Company shall be considered an unauthorized use, and shall not be covered under the terms and conditions provided herein.
Disclosure of Member Account Information
6. Affiliate authorizes Company to disclose to third parties information that Company has obtained about the Affiliate’s Member’s Account or shopping behavior: (i) to agents and licensors of Company or its affiliates, such as independent auditors, consultants or attorneys; (ii) to comply with government agency or court orders or requests; (iii) in providing aggregated and non-personalized marketing services for an advertising or merchant partner, or (iv) where it is necessary for redemption or transfer of your cash back rewards.. Affiliate authorize Company to receive account information from any merchant including, but not limited to information regarding purchases made, items searched for or added to a Member’s shopping cart, products ordered, order number, the time and date the purchase occurred, and the email address entered for the purchase. Affiliate agrees to hold the merchant harmless for any information disclosed to Company. Affiliate will allow Company to collect and use non-personalized marketing information regarding Members visits and related to and purchases made from Internet commerce sites.
7. By registering as an Affiliate, Affiliate shall use best efforts to provide Members with communications that are Company account and membership related (e.g. that new features are available on the Christian Values Network website, etc.), as well as allow Company to periodically provide marketing, ecommerce, and shopping-related e-mails to members subject to Affiliate’s discretion. Further, Affiliate agrees to allow and to use best efforts to assist Company in its various Christian Values Network Champion initiatives, and programs (“Champion Programs”). Champion Programs “Champion Webinar Program”, which is comprised of webinar sessions where interacts with a designated Affiliate "Champion" to provide information about using the cvn.org site, along with any details about special promotions from its online Merchant Partners. Company has the right to change the Champion Programs in whole or in part, at any time with or without notice. Affiliate understands that Company has a right to directly market to Affiliate members once they enroll as Members on the cvn.org site, should a Member choose to accept Company’s offer to do so, and that such marketing shall not be subject to any restrictions or guidelines by Affiliate contained in this agreement or hereafter devised.
Confidentiality
9. In connection with the Agreement, should either party receive or have access to commercially valuable technical and non-technical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including source code and documentation for software, trade secrets, know how, customer lists, member databases, pricing strategies, marketing and business plans, information concerning a party´s vendors, and such party´s contemplated plans, strategies and prospects ("Confidential Information"). Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law. If disclosure is required by law, the party required to disclose Confidential Information shall reasonably cooperate with the other party (at the other party´s request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible. Notwithstanding the foregoing, Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this Agreement if the information: (a) is or becomes generally available to or known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through no wrongful act of receiving party; (c) was independently developed by the receiving party without reference to the Confidential Information; or (d) was lawfully disclosed to the receiving party by a third party under no obligation of confidentiality to the other party.
Trademark and Proprietary Rights
10. Company grants Affiliate a limited, free non-exclusive, non-transferable, revocable license to use, reproduce and display Online Shopping Program, Affinity Credit Card Program and other Company discounts, promotions, gifts, rebates, etc. in accordance with the terms of this Agreement. Company specifically does not grant Affiliate any right to use Company’s trade name without the express written consent of Company. Affiliate grants Company a limited, free non-exclusive, non-transferable license for the term of this Agreement to use the Affiliate trade name, trademark, logo, and database in accordance with the terms of this Agreement. Each license granted in this Section 14 is hereinafter referred to individually as "Licensed Property."
11. Neither party shall use the other party´s Licensed Property in a manner that disparages the other party or its products or services, blurs, dilutes or otherwise diminishes the other party´s tradenames, trademarks, service marks or other intellectual property, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party shall comply with the other party´s requests as to the use of the other party´s Licensed Property and will avoid any action that diminishes the value of such marks. Without limiting the foregoing, Affiliate shall not, without written permission from Company use any of Company’s brand names, keywords or derivations of either of the above for any purpose.
12. Subject to the limited licenses granted to Company and Affiliate herein, each party shall retain all right, title and interest in its tradenames, logos, trademarks, service marks, trade dress, Internet domain names, copyrights, patents, trade secrets, know how and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used or which may be developed and/or used by it in the future ("Intellectual Property"). Except as provided in this Agreement, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of the other party without the express written consent of such party. All data that is collected by Company while performing its obligations under this Agreement shall become the property of Company. Company currently uses and plans to continue to use data that it collects in an aggregate manner (i.e. that information which is gathered as a group of demographic data, and is not personally or company identifiable).
Accrual of Contributions
13. Unless agreed to by and between Company and Affiliate by separate agreement, Affiliate will be credited, subject to the terms and conditions enumerated in this Agreement as follows:
i) Fifty (50%) percent of the Net Revenue derived from Completed Qualified Members Transactions resulting from any of the online merchants affiliated with Company. A “Completed Member Transaction” shall mean a transaction that is consistent with the definition of “completion of a transaction” as agreed to by and between Company and its respective merchant partners. The exact amount (but not the percentage) may vary based on the merchant, specific item or service purchased, changes in the merchant's program & policies, the merchant's specific partnership agreement with Company. A Purchase made through Company via a merchant partner shall be deemed a "Qualified Member Purchase” based on criteria set forth by the merchant, and as agreed to by and between Company.
“Net Revenue” is defined as either all monies actually collected by Company from each merchant from each Completed Member Transaction less any returns, allowances, for damaged or missing goods, and any discounts allowed. Net Revenue shall only include revenue from Completed Member Transactions, as defined herein and shall not include additional sources of revenue received by Company from merchant partners (including, but not limited to any advertising, sales, promotion, or additional revenue not included in the definition of a Completed Member Transactions provided herein. All affiliated merchant membership and/or operating agreements as they relate to Company, and which reside on the merchant's respective web sites, are hereby incorporated into this Agreement by reference.
14. Should a Member choose to participate in the Christian Values Network Affinity Credit Card Program (“Affinity Credit Card Program”), the terms of such program shall be governed by the agreement provided to Affiliate by Company’s authorized credit card provider.
15. Company is not responsible for changes to, or discontinuance of, any merchant, or any merchant withdrawal from the Program, or for any effect on accrual of commissions caused by such changes, discontinuance, or withdrawal. Company is not responsible for changes to, or discontinuance of, any special offer or coupon code at a merchant site. Affiliate is subject to all relevant merchant partner terms and conditions.
Payment and Reporting
16. Status for each Affiliate Qualified Member Transactions will be posted on the Affiliate account as it is received from each Merchant Partner. The Affiliate account can be accessed on the tjgn.org site. Royalty Payment will be provided to Affiliate by Company within ninety (90) days of each Qualified Member Transaction. All Affiliate payments are subject to each respective merchant payment schedule, and as such, Company shall not be held accountable for Royalty Payments delivered to Affiliate after the ninety (90) day threshold due to a Merchant Partner delay. Further, Company has the right to hold Royalty Payments until Affiliate accrues a minimum of fifty dollars ($50.00) in royalties.
17. Affiliate, upon written request and with reasonable notice, shall have the right to review the books and records of Company directly related to all direct purchases made by Affiliates Members. All expenses related to such review will be at the sole expense of the Affiliate.
Disclaimer
18. THE CHRISTIAN VALUES NETWORK PROGRAM AND THE SOFTWARE IS BEING PROVIDED TO MEMBERS "AS IS" WITH NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHRISTIAN VALUES NETWORK DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM AND THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
19. CHRISTIAN VALUES NETWORK DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS FOR, ANY MERCHANDISE, PRODUCTS, OR SERVICES OFFERED OR PROVIDED BY AFFILIATED MERCHANTS OR SUPPLIERS IN CONJUNCTION WITH THE PROGRAM. IN ADDITION, ALTHOUGH CHRISTIAN VALUES NETWORK INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE CHRISTIAN VALUES NETWORK WEBSITE, CHRISTIAN VALUES NETWORK DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT THIS SITE IS FREE OF DESTRUCTIVE MATERIALS. IN ADDITION, CHRISTIAN VALUES NETWORK DOES NOT WARRANT THAT ACCESS TO THIS SITE OR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, AND CHRISTIAN VALUES NETWORK ASSUMES NO RESPONSIBILITY FOR ANY DAMAGE OR MISTAKES CAUSED BY AFFILIATE’S ACCESS, OR INABILITY TO ACCESS, THIS SITE OR YOUR USE OR INABILITY TO USE THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, AFFILIATE’S INABILITY TO ACCRUE COMMISSIONS BY PURCHASING ITEMS WITH A MERCHANT.
Limitation of Liability
20. IN NO EVENT WILL ANY OTHER COMPANY WITH WHICH CHRISTIAN VALUES NETWORK HAS A CORPORATE PARTNERING RELATIONSHIP, INCLUDING WITHOUT LIMITATION, CO-BRANDING, CO-MARKETING, JOINT DEVELOPMENT, A MERCHANT RELATIONSHIP, OR A LICENSING OR SUPPLIER RELATIONSHIP (EACH A "CORPORATE PARTICIPANT") BE LIABLE TO AFFILIATE FOR NON-PERFORMANCE OF CHRISTIAN VALUES NETWORK OBLIGATIONS. AFFILIATE AGREES NOT TO SUE ANY CORPORATE PARTICIPANT FOR NON-PERFORMANCE BY CHRISTIAN VALUES NETWORK. IN NO EVENT SHALL CHRISTIAN VALUES NETWORK BE LIABLE FOR ANY DAMAGES, CLAIMS OR LOSSES INCURRED (INCLUDING WITHOUT LIMITATION COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY ARISING IN CONNECTION WITH: (I) THE PROGRAM; (II) ANY FAILURE, DELAY, OR DECISION BY CHRISTIAN VALUES NETWORK IN ADMINISTERING THE PROGRAM; (III) THE USE OR INABILITY TO USE THIS WEBSITE; (IV) THE USE OR INABILITY TO USE THE SOFTWARE INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF SUCH USE OR INABILITY TO USE THE SOFTWARE, OR (V) THE PURCHASE OR USE OF ANY MERCHANDISE, PRODUCTS, OR SERVICES OF MERCHANTS OR SUPPLIERS, EVEN IF CHRISTIAN VALUES NETWORK, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, OR LOSSES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ALL EVENTS, THE CHRISTIAN VALUES NETWORK’S LIABILITY IS LIMITED TO THE AMOUNT PAID TO BY AFFILIATE. AFFILIATE RESPECTIVELY AGREES TO INDEMNIFY AND HOLD CHRISTIAN VALUES NETWORK, ITS PARENTS, SUBSIDIARIES, AFFILIATES, PARTNER ORGANIZATIONS, OFFICERS, DIRECTORS AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY'S FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF MEMBER'S USE OF THE PROGRAM, THE VIOLATION OF THESE POLICIES BY MEMBER, OR THE INFRINGEMENT BY MEMBER, OR OTHER USER OF THE PROGRAM USING THE MEMBER'S ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, OR AS A RESULT OF ANY THREATENING, LIBELOUS, OBSCENE, HARASSING OR OFFENSIVE MATERIAL CONTAINED IN ANY MEMBER COMMUNICATIONS.
Termination or Changes to the Program
21. Either Affiliate or Christian Values Network reserves the right to terminate the Program at any time upon thirty (30) days written notice.
Termination of Affiliate Partner Membership
22. Affiliate membership in the Program is subject to the Program Terms and Conditions. Any failure to comply with the Program Terms and Conditions, any fraud or abuse relating to the accrual or redemption of commissions, or any misrepresentation of any information furnished to Company or its affiliates by Affiliate, or anyone acting on Affiliate’s behalf, may result in the termination of your Affiliate membership in the Program, cancellation of your Christian Values Network account and/or forfeiture of your accrued commissions. Company also reserves the right to close accounts that have been inactive for more than 12 months. Inactivity is defined as no tracked visits, either cookied or manually logged in. Any closed account will have all funds in it taken back by Company, and we will no longer allow user login under that username and password.
Disputes and Error 23.
All questions or disputes regarding the Program, including without limitation, questions or disputes regarding eligibility for the Program, or the eligibility of commissions for accrual, must be submitted in writing within 60 days of the qualifying transaction, to Christian Values Network at Christian Values Network, 3001 N. Rocky Point Drive, E Suite 200, Tampa Florida 33607. Any such disputes shall be resolved by Christian Values Network at its sole discretion. All interpretations of Program Terms and Conditions shall be at the sole discretion of Christian Values Network. In the event that an error is made by Christian Values Network, your sole remedy shall be the credit of the commission.
Miscellaneous
24. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without reference to conflicts of law rules. As a condition of the use of the Christian Values Network website and service, you, Affiliate, agree to submit to the exclusive jurisdiction of the courts in the State of Connecticut and therefore agree to file any grievance or suit of any kind exclusively in the courts in the State. If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the other provisions contained herein will remain in full force and effect. Christian Values Network's failure to insist upon or enforce strict performance of any provision of the Agreement shall not be construed as a waiver of any provision or right. Nothing in this Agreement shall be construed as creating or constituting a partnership, joint venture or agency relationship between Christian Values Network and you, the Affiliate, between the Christian Values Network and the merchants, or between Christian Values Network and any other of its corporate partners. Neither the merchants nor any corporate partner shall have the ability to create any obligation on Christian Values Network's behalf. This Agreement constitutes the entire agreement between you and Christian Values Network with respect to the Program.
Entire Agreement
25. The terms and conditions provided herein set fort the entire agreement and understanding of the parties as it relates to the Affiliate Partnership Agreement. Should the parties desire modify any of the material terms or conditions, such modifications shall be done by separate agreement and shall be incorporated into this Agreement, and the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms.
Wells Fargo