Affiliate Program Agreement
Last updated: 03/06/2025
This affiliate program agreement is between RR Processing LLC d/b/a
ARLCash ("ARLCash," "we," or "us"), and you, regarding your application to and participation in the ARLCash
Affiliate Program (the "Affiliate Program") as an affiliate of ARLCash and
the establishment of links from your website to one or more of our websites
listed at https://arlcash.com/external.php?page=sites (collectively, the "Program Sites").
By submitting an application to join or by
participating in the Affiliate Program, you are confirming that you have read
this agreement and the Terms of Service for the Program Sites, and that you
agree to be bound by this agreement and those Terms of Service.
1
Definitions
In this
agreement, the following definitions apply:
"Affiliate" means any business, individual, or entity that applies to or
participates in the Affiliate Program, or that promotes ARLCash"s Products and
Services"whether on a website or through other means"using an affiliate
tracking code in exchange for commissions on sales directly resulting from that
promotion.
"Affiliate
Site" means a website owned or operated by an
Affiliate that promotes ARLCash"s Products and Services.
"ARLCash"s
Products and Services" means digital subscriptions
available for purchase from ARLCash on one or more Program Sites.
"Commission
Fees" means the amount an Affiliate earns for each
Qualified Purchase by a Referred Customer, subject to the Commission Threshold
and the terms of this agreement.
"Commission
Threshold" means the amount of Commission Fees an
Affiliate must accrue before receiving a payment from ARLCash.
"Qualified Purchase"
means a sale of ARLCash"s Products and Services to a Referred Customer, on
condition that the sale is not excluded under section 7 of this agreement. This includes new signups and
rebills.
"Referred Customer"
means each new and unique customer referred from an Affiliate through a Link
that provides valid account and billing information.
2
Enrollment in the Affiliate Program
(a)
To begin the enrollment process, you must submit
a completed Affiliate Program signup form. The signup form can be found at https://arlcash.com/external.php?page=signup.
(b)
We will evaluate your application and will
notify you of your acceptance or rejection in a timely manner. We may reject
your application if we determine that your Affiliate Site or promotional method
is not suitable for the Affiliate Program for any reason, including, but not
limited to, its inclusion of content that is unlawful or otherwise violates our
Program Sites" Terms of Service.
(c)
If we reject your application for any reason,
you shall not reapply to the Affiliate Program using the same domain name/URL
or reapply using a different domain name/URL and then add the previously
rejected domain name/URL to your affiliate account. ARLCash may reject or
remove any prospective Affiliate from the Affiliate Program with or without
notice.
3
Promotion of Our Affiliate Relationship
(a)
If you qualify to participate as an Affiliate,
we will make a variety of graphic and textual links available to you (each
referred to as a "Link" or collectively, as "Links"). The Links
will serve to identify your Affiliate Site as a member of the Affiliate Program
and will establish a link from your Affiliate Site or email to the applicable Program
Site. Unless permitted by ARLCash, the Links must be used on your Affiliate
Site, and you shall not distribute the Links to nonparties to be posted on
websites that you do not own. You shall cooperate with us to establish,
display, and maintain those Links. Your use of the Links shall comply with this
agreement at all times. ARLCash may modify the Links on one or more occasions.
You shall not use graphic or textual images (indicating a Link) or text
messages to promote the Program Sites that ARLCash has not approved in advance.
All Affiliates must display the Links prominently in relevant sections of their
Affiliate Sites. Further, you shall not use cookie stuffing techniques that set
the affiliate tracking cookie without the Referred Customer"s knowledge (e.g.,
iframe). Any information about ARLCash that is going to be displayed on the
Affiliate Site must be preapproved by ARLCash in writing.
(b)
You must ensure that all content and promotions
comply with the age verification laws and regulations applicable in your state,
country, or jurisdiction.
(c)
ARLCash accepts traffic from English-language
sources only. Traffic from non-English sources may be rejected, and
corresponding Commission Fees withheld or reversed.
(d)
Except as permitted in this agreement, you shall
not (1) use ARLCash"s trademarks or other intellectual property, including
without limitation, the Links (collectively, the "ARLCash IP") without ARLCash"s
prior written permission, (2) use ARLCash"s name (or any variation or
misspelling of it or other terms that are confusingly similar to any of the
preceding) in a domain name, any metatags, advertising, search terms, code, or
otherwise, or (3) act in any way that causes or creates or could cause or
create any "initial interest confusion" over the use of the ARLCash IP on the internet
or in any search engine advertising. Using the ARLCash IP other than as
permitted under this agreement constitutes unlawful infringement of ARLCash"s
intellectual property rights and might subject you to liability (including
potential treble damages for knowing or willful infringement) and obligate you
to pay ARLCash"s legal fees and costs for ARLCash"s enforcement of its rights.
(e)
You shall comply with the following rules when
bidding on keywords on any paid search engine or social media site, including,
without limitation, Google, Yahoo, Bing, X, and Facebook:
(1)
you are prohibited from bidding on any ARLCash
trademarks or any variations and misspellings of them without ARLCash"s prior
written approval;
(2)
you are prohibited from bidding on keywords that
include ARLCash"s trademarks along with additional terms such as "coupons," "promotions,"
or "promos." Further, Affiliates must not use broad match
or phrase match for any of these keywords;
(3)
you are prohibited from outranking ARLCash"s
internal paid search ad on any keywords;
(4)
you are prohibited from direct linking to a Program
Site from any paid search ads;
(5)
you are prohibited from using a Program Site URL
as a display URL; and
(6)
all materials, including without limitation, ad
copy, coupons, and promotions on your Affiliate Site must accurately represent
active and valid promotions. For example, you must not display an ad on your
Affiliate Site for a promotion that has expired. We continue to monitor all paid
search landscapes. If we find you in violation of this section, we may
terminate your participation in the Affiliate Program. For more information on
match types, please visit Google"s overview of match types.
(f)
You shall not post any refunds, credits, or
discounts on ARLCash"s Products and Services or other content about ARLCash
without ARLCash"s prior written consent in each instance. Affiliates must only
use active coupons and discounts that are provided exclusively through the
Affiliate Program using banners and links. Each Link connecting users of the
Affiliate Site to the pertinent area of the Program Site will in no way alter
the look, feel, or functionality of the Program Site. Any violations of the
terms surrounding links, coupons, refunds, credits, or discounts will
constitute a breach of this agreement and may result in your termination from
the Affiliate Program or the withholding of Commission Fees.
(g)
Affiliates must not generate traffic through the
following methods: unsolicited email (spam), pop-ups/pop-unders, click farms,
incentivized clicks, adware, malware, newsgroup postings, or any illegal or
deceptive methods. Violations will result in immediate termination and forfeiture
of Commission Fees.
4
FTC Endorsement Compliance
(a)
It is ARLCash"s intent to treat all our
customers fairly. Accordingly, we require all Affiliates to comply with laws,
regulations, and guidelines concerning advertising and marketing, including
without limitation, the Federal
Trade Commission (FTC) Endorsement Guides.
(b)
Specifically, Affiliates must:
(1)
Clearly and prominently disclose their affiliate
relationship with ARLCash on any Affiliate Site, social media post, email, or
other promotional material that contains an endorsement, review, or
recommendation of ARLCash"s Products and Services.
(2)
Use disclosures that are clear, conspicuous, and
immediately noticeable to consumers, such as "Affiliate Link," "#ad," "Sponsored,"
or "Promotion."
(3)
Avoid ambiguous phrases like "thank you" or "collaboration,"
which are insufficient for FTC compliance.
(4)
Ensure disclosures appear prominently and close
to the endorsement content, without requiring additional action (such as
clicking "more") to view them.
(c)
Failure to strictly adhere to the FTC
Endorsement Guides or other relevant regulations and guidelines may result in
ARLCash withholding Commission Fees, immediate termination from the Affiliate
Program, and potential legal action.
5
Data Protection
(a)
You shall comply with all applicable data
protection laws regarding the transmission of data to or from the United States
or your country of residence, including, without limitation, the General Data
Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and the
California Consumer Privacy Act of 2018, as amended ("CCPA"). As a data
controller under the GDPR and a business under the CCPA (where applicable), you
shall implement appropriate technical and organizational measures to ensure a
level of security appropriate to the risk, considering the nature, scope,
context, and purpose of processing any personal data.
(b)
When transferring personal data internationally,
including transfers to or from the United States, you must ensure compliance
with GDPR requirements for cross-border transfers, including, but not limited
to, the use of standard contractual clauses, adequacy decisions, or other
lawful transfer mechanisms where necessary.
(c)
You shall promptly assist ARLCash in (1)
responding to data subject rights requests under the GDPR or CCPA from any
Referred Customers, and (2) fulfilling obligations to cooperate with
supervisory authorities under applicable data protection laws.
6
Order Processing
ARLCash will process orders made
by Referred Customers who follow Links from an Affiliate Site to ARLCash. We may
reject any orders that do not meet our requirements, which we may establish or
modify on one or more occasions. ARLCash is solely responsible for all aspects
of order processing and fulfillment, including services, cancellations,
refunds, and payment processing. We will track Qualified Purchases generated
through your Links and provide this information via our Affiliate Program
website. To ensure accurate tracking, reporting, and commission accrual, you
must ensure that Links between your Affiliate Site and the Program Sites are
properly formatted.
(a)
Commission Fees will be calculated based on the
payout program you are enrolled in and the commission rates listed at https://arlcash.com/external.php?page=programs
for each Qualified Purchase, subject to commission accrual under section 8.
(b)
A Qualified Purchase does not include any
of the following:
(1)
a purchase made by a Referred Customer using
gift cards;
(2)
a purchase by a Referred Customer who
transferred from any ARLCash partner or an entity that owns, is owned by, or is
under common ownership with ARLCash;
(3)
a purchase by a Referred Customer who is also
associated with any ARLCash reseller, referral, or other affiliate program;
(4)
a purchase by a Referred Customer who is not up
to date on payments or whose purchase is subject to a refund, chargeback, or
other program;
(5)
a purchase that was completed before the
Affiliate joined the Affiliate Program or was not properly tracked through a
Link;
(6)
a purchase by a Referred Customer who (A) has
not been in good standing for at least 30 days, or (B) is in violation of the Program
Sites" Terms of Service or other policies when the Commission Fees accrue;
(7)
a purchase that ARLCash suspects, in its sole
discretion, is fraudulent, including but not limited to (A) the use of software
that generates real or fictitious information, (B) multiple accounts from the
same Referred Customer, or (C) the referral of accounts that do not comply with
this agreement;
(8)
a purchase referred by an Affiliate with an
excessive cancellation rate, as determined in ARLCash"s sole discretion;
(9)
a purchase by a Referred Customer who was
offered or received coupons, refunds, credits, or discounts from the Affiliate;
(10)
a purchase by a Referred Customer if either the
Affiliate or Referred Customer is engaged in or promoting a
business-opportunity program, as determined in ARLCash"s sole discretion;
(11)
a purchase by a Referred Customer who received a
popup with a discounted offer while leaving a Program Site during their
purchase;
(12)
a purchase by a Referred Customer who, before making
the purchase, clicked a Link from another Affiliate in this Affiliate Program;
or
(13)
a purchase by a Referred Customer made more than
24 hours after clicking the Link.
(c)
ARLCash may withhold paying Commission Fees to you
if you are new to the Affiliate Program, or who have referrals that are
potentially the result of fraud as determined by ARLCash, to determine the
legitimacy and cancellation rates of Referred Customers.
(d)
ARLCash may suspend paying Commission Fees to
you if it suspects fraud or other improper activity or a potential breach of
this agreement by you or a Referred Customer. ARLCash may deduct from your
current and future Commission Fees all Commission Fees corresponding to any
fraudulent, questionable, and canceled purchases. If no subsequent Commission
Fees are due, ARLCash may bill you for the balance of that refunded purchase on
termination of your participation in the Affiliate Program or termination of
the Referred Customer.
(e)
ARLCash may immediately cancel or withhold for
later review any Commission Fees that do not meet the criteria of a "Qualified
Purchase." You are responsible for monitoring the payment, denial, and
withholding of Commission Fees; ARLCash is not required to actively notify you
of the status of Commission Fees. If you have a question about a Commission Fee
that has been canceled or withheld, you have 30 days from the day the payment
would have been due to contact ARLCash to request that the Commission Fee be
paid. Any changes to decisions about canceled or withheld Commission Fees are
made at our sole discretion.
(f)
Commissions for any Referred Customer who is
associated with any ARLCash reseller, referral, or other program will not be
considered a Qualified Purchase. In other words, you will not receive double
commissions or compensation.
(g)
If ARLCash determines that the Referred
Customers that are referred by you have an excessive cancellation rate, ARLCash
may withhold or decline pending and future Commission Fees to you.
(h)
Any attempt by you to manipulate, falsify, or
inflate Referred Customers, Qualified Purchases, or Commission Fees to
intentionally defraud ARLCash or any other violation of this agreement
constitutes immediate grounds for ARLCash to terminate your participation in
the Affiliate Program and will result in you forfeiting any Commission Fees
due.
8
Commission Payments
(a)
Subject to this agreement, Commission Fees will
be calculated for each Qualified Purchase that accrues during the period for
which those Commission Fees are being calculated.
(b)
Commission Fees are processed twice per month
based on the previous month"s earnings, with pay periods from the 1st to the
15th and 16th to the last day of the month. Commission payments are subject to
a 30-day verification period to detect and prevent fraud or other violations of
this agreement. Eligible payments will be issued 30 days after the end of the
applicable pay period. ARLCash is not obligated to pay any additional
compensation for Referred Customers beyond the Commission Fees outlined in this
agreement. You will only be compensated for Qualified Purchases made in full
compliance with this agreement.
(c)
Commission Fees will be paid using the most
current information in your Affiliate account. You must promptly update your
profile in the Affiliate console to reflect any changes to your address, email,
or payment method. Payment method updates may take up to two payout cycles to
take effect.
(d)
You may view the currently available payment
methods by logging into your Affiliate account.
(e)
ARLCash may modify the available commission
payment methods or payment schedule at any time. Those changes will take effect
when posted.
(f)
You have access to ARLCash"s real-time Affiliate
Program statistics and must file any disputes within 30 days after the end of
the month in which the sale or event that is disputed occurred. ARLCash will
not accept disputes filed after 30 days of the date on which the disputed sale
or event occurred, and you forfeit any rights to a potential claim.
(g)
Commission Fees will accrue and only become
payable once you provide all relevant tax and address documentation under this
section 8. It is solely your responsibility to provide ARLCash with accurate
tax and payment information that is necessary to issue a Commission Fee to you.
If ARLCash does not receive the necessary tax or payment information within 90
days of a Qualified Purchase that would otherwise trigger Commission Fees, the
commissions will not accrue, and no Commission Fees will be owed for that
Qualified Purchase.
(h)
You are responsible for paying all taxes related
to the commissions you receive under this agreement. In compliance with US tax
laws, ARLCash will issue a Form 1099-NEC to Affiliates whose earnings meet or
exceed the threshold. You may be required to submit a W9 tax form to ARLCash
before any Commission Fees will accrue.
(i)
Any address change must be made in your
Affiliate profile in the Affiliate console.
(j)
ARLCash is not responsible for paying any nonparty
fees for you to receive Commission Fees.
9
Qualified Purchases Statistics
You may log into your Affiliate
account to review your click-through and Qualified Purchases statistics daily.
The potential Qualified Purchases shown in this report have not been reviewed
to confirm they meet all criteria for Qualified Purchases. Thus, Commission
Fees might not be issued for all Referred Customers that appear in your
Affiliate account.
10
Obligations Regarding Your Affiliate Site
(a)
We will not be liable or responsible for any
matters related to your Affiliate Site. You are solely responsible for
developing, operating, and maintaining your Affiliate Site, as well as for all
materials that appear on it. Your responsibilities include, but are not limited
to:
(1)
the technical operation of your Affiliate Site
and all related equipment;
(2)
creating and posting reviews, descriptions, and
references on your Affiliate Site, and linking those descriptions to the
applicable Program Site;
(3)
ensuring the accuracy of materials posted on
your Affiliate Site, including, but not limited to, all content related to
ARLCash"s Products and Services;
(4)
ensuring that materials posted on your Affiliate
Site do not infringe on anyone"s rights, are not defamatory, and do not
otherwise violate any laws;
(5)
complying fully with the Digital Millennium
Copyright Act (DMCA), including promptly removing any infringing content upon
receipt of a valid DMCA takedown notice; and
(b)
We may monitor signups through your Affiliate
Site on one or more occasions to ensure compliance with this agreement. If we
determine, in our sole discretion, that you are not in compliance, we may
terminate your participation in the Affiliate Program immediately.
11
ARLCash Responsibilities
We will provide all the
information necessary for you to make Links from your Affiliate Site to the
applicable Program Site. ARLCash will be solely responsible for order
processing (including payment processing, cancellations, and refunds) for
orders for ARLCash Products and Services placed by a Referred Customer, for
tracking the volume and amount of Qualified Purchases generated by your
Affiliate Site, for providing information to you regarding Qualified Purchase
statistics, and for providing Referred Customers with the services purchased.
12
Policies and Pricing
Referred
Customers who purchase ARLCash Products and Services through our Affiliate
Program are considered to be ARLCash customers. Our Program Sites" Terms of Service,
rules, policies, and operating procedures will apply to those customers. We may
change our policies, pricing, and operating procedures at any time. For
example, ARLCash determines the prices to be charged for ARLCash Products and
Services sold through the Affiliate Program in accordance with our own pricing
policies. Pricing and availability of ARLCash Products and Services might vary on
one or more occasions, from Affiliate to Affiliate, and from region to region.
Because price changes might affect products that you have listed on your
Affiliate Site, you might or might not be able to include price information in
your product descriptions. We will use reasonable efforts to present accurate
information on our Program Sites, but we cannot guarantee the availability or
price of any particular ARLCash Product or Service.
13
Emails and Publicity
(a)
You shall not create, publish, transmit, or
distribute any bulk email messages relating to ARLCash or the Affiliate Program
without ARLCash"s prior written consent, to be granted or denied in ARLCash"s
sole discretion, in each instance. You shall only send emails containing a Link
or any message regarding ARLCash or the Affiliate Program to recipients who
have explicitly consented to receive communications from you.
(b)
All email marketing activities must fully comply
with the CAN-SPAM Act, including, without limitation:
(1)
clearly and conspicuously identifying emails as
advertisements or promotional communications;
(2)
including a valid physical postal address within
each email;
(3)
providing recipients with a clear and easily
accessible opt-out mechanism, allowing recipients to unsubscribe from future
communications; and
(4)
honoring all opt-out requests within 10 business
days from the date received.
(c)
Failure to comply with this section, including
applicable CAN-SPAM Act requirements, will constitute a breach of this
agreement and may result in your immediate termination from the Affiliate
Program, forfeiture of accrued Commission Fees, and potential legal liability.
(d)
Additionally, ARLCash reserves the right to
terminate your participation if your account generates excessive clicks in a
short period, as determined solely by ARLCash.
14
IP Licenses and Use
(a)
Subject to the limitations set out in section 3
and otherwise in this agreement, we hereby grant you a nonexclusive,
nontransferable, revocable license to (1) access our Program Sites through the
Links solely in accordance with this agreement, and (2) use the ARLCash IP solely
to promote ARLCash"s Products and Services on your Affiliate Site. You shall
not alter, modify, or change the ARLCash IP in any way. You shall only use the ARLCash
IP while you are an Affiliate in good standing and in compliance with this
agreement.
(b)
You shall not use the ARLCash IP for any
purposes other than selling ARLCash"s Products and Services, without first
submitting a sample to us and obtaining our prior written consent in each
instance. You shall not use the ARLCash IP in any manner that is disparaging,
or that otherwise portrays ARLCash, any ARLCash employee, representative, or
customer in a negative light. We reserve all our rights in the ARLCash IP and
your license to use the ARLCash IP is limited to the manner described in this
agreement. We may revoke your license at any time by giving you written notice.
If not previously revoked, this license will terminate on the termination of
your participation in the Affiliate Program. We may review your Affiliate Site
to ensure compliance with this agreement.
(c)
You hereby grant us a nonexclusive license to
use your name, title, trademarks, and logo (the "Affiliate Trademarks")
in any advertisement or other materials used to promote ARLCash and the
Affiliate Program. ARLCash is not required to use the Affiliate Trademarks, and
any use is at its sole discretion. This license terminates on the termination
of your participation in the Affiliate Program.
15
Term and Termination
(a)
This agreement is effective on your submission
of an application to the Affiliate Program and will remain in effect until
either party terminates your participation in the Affiliate Program. Your
participation in the Affiliate Program may be terminated at any time by either
party, with or without notice.
(b)
You are only eligible to earn Commission Fees on
Qualified Purchases occurring during this agreement, except that you will continue
to receive Commission Fees on subscription renewals for the lifetime of the subscription
even if renewal occurs after the termination of this agreement subject to
section 15(c). Commission Fees
earned before the termination date will be eligible for Commission Fees only if
the orders for the related ARLCash Products and Services are not canceled
within 30 days and comply with this agreement. We may withhold your final
payment of Commission Fees for a reasonable time to ensure that all Qualified
Purchases are valid and payments from Referred Customers are legitimate.
(d)
ARLCash may remove you from the Affiliate
Program or terminate or suspend this agreement for any reason.
16
Modification
We may
modify this agreement at any time by posting the changes on our Affiliate
Program website. Those modifications will become effective immediately upon
posting. Modifications may include changes to commission structures, payment
procedures, or Affiliate Program rules. Your continued participation in the
Affiliate Program after those changes are posted constitutes your acceptance of
those modifications. If any modification is unacceptable to you, your sole
recourse is to terminate this agreement. Upon termination, you will retain any
accrued rights under the agreement as it stood before the modification became
effective.
17
Warranty Disclaimers
We are not making any express or implied
warranties or statements about the Affiliate Program or any ARLCash Products
and Services sold through the Affiliate Program (including, without limitation,
warranties of fitness for a particular purpose, merchantability,
noninfringement, or any implied warranties arising out of course of
performance, dealing, or trade usage). In addition, ARLCash is not making any statement
that the operation of our Program Sites or Affiliate Program website will be
uninterrupted or error free, and we will not be liable for the consequences of
any interruptions or errors, including the tracking of information concerning
Referred Customers during any period of interruption.
You and
ARLCash are independent contractors, and nothing in this agreement will create
any partnership, joint venture, agency, franchise, sales representative, or
employment relationship between the parties. You will have no authority to make
or accept any offers or representations for us. You will not make any
statement, whether on your Affiliate Site or otherwise, that contradicts
anything in this section 18.
19
Statements of Fact
You
state that the following facts are accurate:
(1)
you have reviewed and understand this agreement
and agree to be bound by its terms;
(2)
your acceptance of this agreement and
participation in the Affiliate Program will not violate (A) any provision of
law, rule, or regulation to which you are subject, (B) any order, judgment, or
decree applicable to you or binding on your assets or properties, (C) any
provision of your bylaws or operating agreement or certificate of incorporation
or organization, or (D) any agreement or other document applicable to you or
binding on your assets or properties;
(3)
you are the sole owner of the Affiliate
Trademarks, have the power to grant ARLCash the license to use those marks in
the way contemplated in this agreement, and that grant will not (A) breach,
conflict with, or constitute a default under any agreement or other document
applicable to you or binding on your assets or properties, or (B) infringe
on any trademark, trade name, service mark, copyright, or other proprietary
right of any person or entity;
(4)
you are not required to obtain consent,
approval, or authorization of, or exemption by, or filing with, any government body
or any nonparty with your entering into this agreement;
(5)
there is no pending or threatened claim, action,
or proceeding against you for the Affiliate Trademarks, and, to the best of
your knowledge, there is no grounds for any such claim, action, or proceeding;
(6)
during this agreement, you will not include in
your Affiliate Site content that is, in our opinion, unlawful, harmful,
threatening, defamatory, obscene, abusive, harassing, racially, ethnically, or
otherwise objectionable, or in violation of our Program Sites" Terms of Service;
(7)
your Affiliate Site implements legally required
age verification measures in all applicable jurisdictions to prevent access by
minors;
(8)
if you are an individual, you are at least 18 years
old; and
(9)
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.
20
Limitation of Liability
We will not be liable
for any indirect, special, incidental, or consequential damages or any loss of
revenue, profits, or data arising under this agreement or the Affiliate
Program, even if we have been advised of the possibility of those damages.
Further, our aggregate liability arising under this agreement and the Affiliate
Program will not exceed the total Commission Fees paid or payable to you under
this agreement during the three-month period immediately preceding the event
giving rise to that liability.
21
Indemnification
You
shall indemnify ARLCash and its subsidiaries and affiliates, and their
directors, officers, employees, agents, shareholders, partners, members, and
other owners against all claims, actions, demands, liabilities, losses,
damages, judgments, settlements, costs, and expenses (including reasonable
legal fees) (collectively, "Losses") arising out of or relating to (1) any
claim that our use of the Affiliate Trademarks infringe on any trademark, trade
name, service mark, copyright, license, intellectual property, or other
proprietary right of anyone, (2) any misrepresentation of a statement of fact
or breach of an agreement made by you in this agreement, or (3) any claim
related to your Affiliate Site, including, without limitation, its development,
operation, maintenance, and content in it not attributable to us.
22
Confidentiality
All
information, including, without limitation, the terms of this agreement,
business and financial information, ARLCash customer and vendor lists, and
pricing and sales information (including without limitation commission rates) will
remain confidential and shall not be used for any purpose outside this
agreement except and solely if that information is (1) already lawfully known
to or independently developed by the receiving party, (2) disclosed in
published materials, (3) generally known to the public, or (4) lawfully
obtained from any nonparty not under the obligation of confidentiality to the
disclosure under this agreement. Despite the preceding, each party may deliver
a copy of any such information (1) to its accountants, attorneys, or other
agents on a confidential basis, (2) under a valid subpoena or order issued by a
court or administrative agency of competent jurisdiction, or (3) otherwise as
required by law, rule, regulation, or legal process. If that disclosure is made,
the receiving party shall give the disclosing party prior notice before
releasing any information unless giving that notice is prohibited.
23
Independent Investigation
You
understand that we may (directly or indirectly) solicit relationships on terms
that might differ from those contained in this agreement. We may also solicit
relationships with entities that operate websites that are similar to or
compete with your Affiliate Site. You have independently evaluated the
desirability of participating in the Affiliate Program and are not relying on
any representation, guarantee, or statement other than as set out in this
agreement.
24
Resolving Disputes
(a)
New York law governs all adversarial proceedings
arising out of this agreement or the Affiliate Program.
(b)
Each party acknowledges that (1) breach by
either party of that party"s obligations under this agreement has the potential
to cause irreparable harm for which damages would be an inadequate remedy and
(2) if any such breach occurs or is threatened and might cause irreparable
harm, each party would want a court to grant the other party
an injunction, a restraining order, or any other equitable remedy, in each case
without posting a bond or other security and without proof of actual damages.
(c)
As the exclusive means of bringing adversarial
proceedings to resolve any dispute arising out of this agreement or the
Affiliate Program (other than any proceeding brought by a party seeking an
injunction, a restraining order, or any other equitable remedy to which that
party is entitled under section 24(b)), a party may demand that the dispute be
resolved by arbitration administered by the World Intellectual Property
Organization (WIPO) in accordance with the WIPO Expedited Arbitration Rules,
which are available at https://www.wipo.int/amc/en/arbitration/expedited-rules/index.html. Judgment on any award rendered in any arbitration may be entered
in any court having jurisdiction. The parties intend to arbitrate solely on
an individual basis, and this agreement does not permit class arbitration or
any claims brought as a plaintiff or class member in any class or
representative proceeding. The arbitrator must not consolidate more than one
person"s claims and must not otherwise preside over any form of a
representative or class proceeding. The arbitrator will have the power to
rule on any challenge to its own jurisdiction or to the validity or
enforceability of any portion of the agreement to arbitration, except that the
arbitrator has no power to rule on the validity or enforceability of the
agreement to arbitrate solely on an individual basis. Any arbitration begun in
accordance with this arbitration provision must be conducted by one arbitrator.
Any arbitration begun in accordance with this arbitration provision must be
conducted in English. Any arbitration begun in accordance with this arbitration
provision must be conducted virtually using Zoom or a virtual meeting platform
that provides similar functionality. If virtual arbitration is not possible due
to technical issues, because the arbitrator is unwilling or unable to attend
the arbitration virtually, or for one or more other compelling reasons, the
arbitration must be conducted in New York, New York, or any other place
mutually agreed on by the parties. The arbitrator must not award punitive
damages in addition to compensatory damages. Each party hereby waives any right
to recover any such damages in any arbitration.
(d) If either party brings a proceeding regarding the
enforceability or validity of the class action waiver or seeking an injunction,
a restraining order, or other equitable remedy to which that party is entitled
under section 24(b), that party may bring that proceeding only in the United
States District Court for the Southern District of New York or, only if there
is no federal subject matter jurisdiction, in a state court of New York sitting
in New York City. Each party hereby waives any claim
that any proceeding brought in accordance with this section 24(d) has been
brought in an inconvenient forum or that the venue of that proceeding is
improper.
(e)
In an adversarial proceeding between the parties
arising out of this agreement or the Affiliate Program, the prevailing party
will be entitled to recover from the other party, in addition to any other
relief awarded, all expenses that the prevailing party incurs in that
adversarial proceeding (including any appeals), including legal fees and expenses.
(f)
Apart from proceedings arising from a claim for
indemnification, neither party may initiate adversarial proceedings to resolve
any dispute arising out of this agreement or the Affiliate Program more than
one year after the date that dispute arose.
(g)
If any provision of this agreement is held by a
court or other tribunal of competent jurisdiction to be invalid, illegal, or
unenforceable for any reason, that provision will be eliminated or limited to
the minimum extent so that the remaining provisions of this agreement will
continue in full effect.
25
Miscellaneous
(a)
You consent to receive all notices regarding
this agreement and the Affiliate Program by email to the email address set out
in your Affiliate profile. It is your responsibility to ensure that your email
address is up to date.
(b)
This agreement is personal to you. Except with ARLCash"s
prior written consent, you shall not transfer, including by merger (whether you
are the surviving or disappearing entity), consolidation, dissolution, or
operation of law, (1) any discretion granted under this agreement, (2) any
right to satisfy a condition under this agreement, (3) any remedy under this
agreement, or (4) any obligation imposed under this agreement. Any purported
transfer by you in violation of this section 25(b) will be void.
(c)
No waiver of any provision of this agreement
will be effective unless it is in writing and signed by the party granting the
waiver. No failure or delay in exercising any right or remedy under this
agreement will operate as a waiver of that right or remedy. A waiver granted on
one occasion will not operate as a waiver on future occasions.
(d)
This agreement constitutes
the entire understanding between the parties regarding this agreement or the
Affiliate Program. You acknowledge that because you have not relied on, and
will not be relying on, any statements made by ARLCash arising out of this
agreement or the Affiliate Program, you will have no basis for bringing any
claim for fraud in connection with any such statements.
(e)
We encourage you to provide feedback about the
Affiliate Program. But we will not treat as confidential any suggestion or idea
provided by you, and nothing in this agreement will restrict our right to use,
profit from, disclose, publish, or otherwise exploit any feedback, without
payment to you.
(f)
This agreement is drafted in English. If this
agreement is translated into any other language, the English version prevails
in case of any discrepancies or conflicts. All communications and notices made
or given under this agreement will be in the English language.