Affiliate Agreement for solicitation of ADP Payroll Processing

AFFILIATE AGREEMENT for Payroll Referrals

This AFFILIATE AGREEMENT contains the terms and conditions that govern your participation in the FTSBN Payroll Referral program (the "Program"). FTSBN, INC. is a Georgia corporation, ("FTSBN") with offices at 3340 Peachtree Road NE, Suite 2300, Atlanta, GA 30326. This Agreement is between FTSBN, Inc. and any Credit Union that agrees to these terms and to participation in the Program (hereafter referred to as "You", "Your" or "Credit Union").

FTSBN has entered into a relationship with ADP, LLC ("ADP") for the referral of prospective payroll customers ("Prospects") to ADP. In order to assist FTSBN with the referral of Prospects to ADP, FTSBN has created this Program to enlist the assistance of Credit Union to refer Prospects for ADP payroll services on the terms and conditions set forth herein. In exchange for such assistance, FTSBN will pay a commission to Credit Union as set forth herein.

"Your site" means any site(s) and software application(s) owned or operated by You and linked to one of the FTSBN Program sites. All applicants to the Program must be approved by FTSBN before any links are placed on applicant’s site(s). Upon approval by FTSBN, applicant will be referred to as an "Affiliate".

BY CHECKING THE BOX OR CLICKING THE "ACCEPT AND CONTINUE" BUTTON, AS APPLICABLE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AFFILIATE AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AFFILIATE AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE CU4BUSINESS.COM SITE, YOU (A) AGREE TO BE BOUND BY THIS AFFILIATE AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AFFILIATE AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AFFILIATE AGREEMENT. IN ADDITION, IF THIS AFFILIATE AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AFFILIATE AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AFFILIATE AGREEMENT.

This Agreement contains the complete terms and conditions that apply to you upon becoming an Affiliate.

1.     ENROLLMENT

 

1.     Application. To enroll an Applicant must complete an application, which will be evaluated by FTSBN, and enrollment into the Program is at the sole and exclusive discretion of FTSBN. To qualify, your site must be "live" (i.e., it must not be under construction). We do not accept companies that promote or contain links to illegal activities; sites that promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; or sites that contain sexually explicit material. Any Applicant whose domain name includes "FTSBN", or the unauthorized use of any third party names, marks or logos or variations or misspellings thereof will be deemed, at the sole and exclusive discretion of FTSBN, to be unsuitable. Any Applicant found to be in an affiliate relationship with a company whose domain name includes "FTSBN", or variations or misspellings thereof, or whose business, or potential business and services, are deemed to be similar to that of FTSBN, will be deemed to be unsuitable. Any Applicant found to be in violation of intellectual property rights or any local, state, federal or other laws or regulation will be deemed unsuitable. Further, any Applicant who is known to be an employee or sales agent of a company with which FTSBN has a distribution agreement will be deemed unsuitable.

 

2.     Rejection of Application. FTSBN has the option of rejecting your application if we determine, at the sole and exclusive discretion of FTSBN, that your site is unsuitable for any other reason. If your Application is rejected, you may reapply at any time. If your Application is accepted, but later deemed to be unsuitable, we may at any time, and without notice, terminate this Agreement.

 

2.     LINKS ON APPLICANT'S SITE

You are responsible for the placement of the links to a landing page on your site. You must use an HTML generator (provided by FTSBN) to create your links. You may not alter banners, buttons, graphics or text links. If you wish to use links that are not created by the generator, or a modification of the links generated by the generator, you must obtain prior written permission from FTSBN You may add or delete approved graphics and related links from your site at any time without our approval. FTSBN will use a program to track all requests for contact that originate from your site.

 

3.     COMMISSIONS

You will earn a commission for each Prospect that is referred by you that purchases eligible payroll products from ADP. FTSBN will be solely responsible for determining if any commission has been earned. FTSBN will pay Credit Union a commission of 5% of the processing revenue attributed to FTSBN during the first twelve months of processing for referred Prospects that purchase the eligible payroll services, as determined by FTSBN. The maximum commission amount payable under this agreement for any one Credit Union Client is $2,000.

Credit Union acknowledges and agrees that ADP is not a party to this Agreement, is not involved in this Program and shall have no responsibility to You whatsoever, including for the payment of any commissions. Nothing in this Agreement shall be deemed a license to use ADP’s name, marks or logos or those of its Affiliates. FTSBN will provide marketing materials that have been specifically authorized for the marketing and promotion of the services to prospective credit union members. Use of such marketing materials shall be discontinued upon written notice from FTSBN or ADP.

 

4.     PAYMENT OF COMMISSIONS

Commissions are paid monthly by FTSBN, Inc. FTSBN, Inc. will provide reports and payments to Credit Union within sixty (60) business days after the end of each calendar month. If the commissions payable to you for any one (1) calendar month are less than $25.00, we will hold the commissions earned until the total amount due is at least $25.00, or until the Agreement is terminated (whichever is earlier).

 

5.     KEYWORD BUYS & COMMISSIONS

 

For purposes of this Agreement, a keyword buy is an advertisement that appears when certain words are purchased, which matches a given keyword search query (hereinafter "Keyword Buy"). Further, a search engine is defined as software that acts as a service by searching an index or database and which returns relevant matches based on information typed into a query (hereinafter "Search Engine").

Within the limitations set forth herein, Affiliates are permitted to participate in Keyword Buys through Search Engines to promote the goods and/or services offered via the Affiliate's website. However, Affiliates are not permitted to purchase, and will not earn a commission from, Keyword Buys purchased from Search Engines utilizing Keywords that are identical or confusingly to any of the following terms:

o    FTSBN

o    ADP

 

 

6.     POLICIES

A customer ordering a product that has reached our site via a link placed on your site pursuant to this Agreement is a customer of FTSBN. Accordingly, the rules, policies and operating procedures of FTSBN are applicable to such customers. FTSBN reserves the rights to alter, update, or in any way change the rules, policies and operating procedures at any time.

 

7.     LIMITED LICENSE AND INTELLECTUAL PROPERTY

FTSBN hereby grants Affiliate during the term of this Agreement a non-exclusive, non-transferable, non-sublicensable, revocable right to use FTSBN trade names, trademarks, service names and similar proprietary marks as is reasonably necessary to perform its obligations under this Agreement; provided, however, that any promotional materials containing FTSBN proprietary marks will be subject to FTSBN prior written approval. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and any intellectual property rights. We shall retain all right, title and interest, including ownership of copyright, for all programs, documentation, drawings and reports developed under this Agreement. We may revoke your license at any time by providing you with notice in writing via the U.S. postal service, electronic mail, or facsimile. Neither party to this Agreement shall in any manner disparage the other party or its products or services, or portray the other party or its products or services in a false, competitively adverse or poor light. Each party will comply with the other party's requests as to the use of the other party's proprietary marks and will avoid any action that diminishes the value of such marks. Either party's unauthorized use of the other party's proprietary marks is strictly prohibited. You may not make any press release addressing this Agreement or your affiliation with FTSBN without prior written consent from FTSBN, which may be given or withheld at our sole discretion. Further, neither party may misrepresent or embellish the affiliate relationship between FTSBN and Affiliate. Neither party shall represent, expressly or impliedly, that the other party supports, sponsors, or endorses its business.

 

8.     RESPONSIBILITIES OF FTSBN

FTSBN represents and warrants that it has the full right, title and authority to grant the rights and licenses granted herein. We warrant that we will remain free of any obligations and restrictions that would interfere or be inconsistent with, or present a conflict of interest concerning the services this Agreement. FTSBN represents and warrants that it will undertake its best efforts to comply with all applicable governmental regulations, rules and guidelines.

 

9.     RESPONSIBILITIES OF AFFILIATE

Affiliate is solely responsible for developing, operating and maintaining its own site. Affiliate assumes responsibility for the technical operation and related equipment of its own site. Affiliate is solely responsible for any and all materials (including their appropriateness and accuracy), sales, customer service and returns for its own site. Affiliate is solely responsible for ensuring that the materials posted on its site do not violate or infringe any third party's rights, including, but not limited to a third party's copyrights, trademarks, privacy or other personal or proprietary rights. Except for those materials provided by FTSBN for use on Affiliate’s website or in marketing campaigns to be conducted by Affiliate, Affiliate is solely responsible for ensuring that materials posted on its site are not libelous or otherwise illegal. Affiliate represents and warrants that it has the full right, title and authority to grant the rights and licenses granted herein. We warrant that we will remain free of any obligations and restrictions that would interfere or be inconsistent with, or present a conflict of interest concerning the services referred to herein this Agreement. Affiliate represents and warrants that it will undertake its best efforts to comply with all applicable governmental regulations, rules and guidelines.

 

10.     INDEMNIFICATION

FTSBN disclaims liability for all matters enumerated under the "Responsibilities of Affiliate" portion of this Agreement. Affiliate assumes all responsibility for content and subject matter of Affiliate's site and related material (including text and illustrations), and shall indemnify, defend and hold FTSBN and ADP harmless against any claim, action, liability, losses and expenses (including reasonable attorneys' fees) resulting from or arising out of Affiliate's use of FTSBN material or relating to the development, operation, maintenance and content of its site.

 

11.     LIMITATION OF LIABILITY

FTSBN will have no liability for any reason for the failure and/or unavailability of its Site or for the adequacy of performance of the Site. We will not be liable for any indirect, special or consequential damages, including, but not limited to loss of revenue, profits or data, arising out of the affiliate relationship developed from this Agreement. The aggregate liability of FTSBN with respect to this Agreement will not in any way exceed the total fees paid or payable to you under this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, FTSBN HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTIES REGARDING THE PROGRAM SITE, FTSBN' SERVICES OR ANY PORTION THEREOF, INCLUDING (WITHOUT LIMITATION) EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FTSBN SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE AMOUNT OF REVENUE AFFILIATE MAY RECEIVE DURING THE TERM AND ANY ECONOMIC OR OTHER BENEFIT THAT AFFILIATE MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. Some jurisdictions do not allow the exclusions of implied warranties, so the above exclusion may not apply to you.

 

12.     TERM & TERMINATION

The period during which this Agreement will be in effect begins upon our acceptance of you as an Affiliate and will end when terminated by either party. Either party may terminate the Agreement at any time, with or without cause, by giving the other party 30 (thirty) days written notice of termination. Either party may terminate the Agreement immediately, without notice, if the other party breaches any material term of the Agreement and the breach is not cured within 10 (ten) days of written notification. This Agreement will terminate automatically in the event that FTSBN terminate their agreement for the referral of prospective payroll customers.

Upon the termination of this Agreement, you must immediately cease use of all links to our site and any other materials provided to you in connection with this Agreement, including any FTSBN trademarks, trade dress and logos. If this Agreement is terminated by FTSBN without cause, you will continue to receive commissions from the processing of referred Prospects. If you terminate this agreement or if FTSBN terminates this Agreement for cause, you are only entitled to fees earned during the term of the Agreement. We may withhold your final payment for a reasonable time to ensure that the all links and references to our site are removed from your site.

 

13.     GOVERNING LAW

This final Agreement shall be governed by and construed and enforced in accordance with the substantive laws of the State of Georgia. Any action relating to this Agreement must be brought in the federal or state courts located in Atlanta, Georgia. You irrevocably consent to the jurisdiction of these courts. The construction and interpretation of this Agreement shall not be strictly construed against the drafter.

 

14.     ASSIGNMENT

 

You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of FTSBN Nothing in this Agreement is intended to confer any rights or remedies on any entity that is not a party to this Agreement.

 

 

15.     WAIVER

 

No failure to enforce any provision, assert any right or insist on performance of any provision under this Agreement in any instance shall be deemed a waiver of the ability to enforce such provision, assert such right, or insist on the performance of such obligations in the future. Our failure to enforce your strict performance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

 

16.     RELATIONSHIP OF THE PARTIES

 

The parties of this Agreement are independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Neither party has the authority to bind the other or incur any obligation on behalf of the other. You will not make any statements, whether on your site or otherwise, that runs contrary to this relationship.

 

 

17.     INDEPENDENT INVESTIGATION

 

BY APPLYING FOR AFFILIATION WITH FTSBN YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY EACH OF ITS TERMS AND CONDITIONS. YOU THEREBY CERTIFY THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF BECOMING AN AFFILIATE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN THAT WHICH IS SET FORTH IN THIS AGREEMENT.

 

 

18.     CONFIDENTIALITY

 

The information and service provided by FTSBN to its customers is proprietary in nature. Affiliate hereby acknowledges that it is not a competitor of FTSBN and agrees not to share any proprietary information with any competitors of FTSBN With respect to information received by either party as a result of this Agreement, the parties will agree that the terms and conditions of this Agreement are confidential.

 

19.     FORCE MAJEURE

 

Neither party hereto shall be in default hereunder by reason of its delay in the performance or failure to perform any of its obligations hereunder for any event, circumstance, or cause beyond its control such as, but not limited to, acts of God, strikes, lock-outs, general revolution, riots, epidemics, power shortages, fire, earthquake or flood. The party affected by any such event shall notify the other party within a maximum period of fifteen (15) days from its occurrence. The performance of this Agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under the Agreement.

 

 

20.     SEVERABILITY

The provisions of this Agreement are severable, and in the event that any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

 

--Thank you for your interest in becoming an Affiliate of FTSBN Please feel free to contact us with any questions or concerns you may have.

FTSBN, Inc.
3340 Peachtree Road NE, Suite 2300
Atlanta,GA30326
Phone: 866-467-6249
Email:
cservice@tarkenton.com
URL:
http://Affiliates.cu4business.com/