Affiliate Agreement for NOW Account

AFFILIATE AGREEMENT for NOW Account

This AFFILIATE AGREEMENT contains the terms and conditions that govern your participation in the NOW Account Affiliate Program. (the "Program"). NOWaccount Merchant B2B Service for small business ("NOW") is a service offering of NOWaccount Network Corporation., a Delaware corporation with offices in Atlanta, GA. CU Partner Link Corporation, a Texas for-profit corporation, ("CUPL") with its principal place of business located at the offices of the Texas Credit Union League, 4455 LBJ Freeway, Farmers Branch, TX 75244 is an ALLIANCE PARTNER of NOW and is authorized by NOW to offer this Program to participating credit unions.

"You", "Your" or "Credit Union" means the applicant to the Program, which applicant shall be a credit union. "Your site" means any site(s) and software application(s) owned or operated by the applicant to the Program and linked to one of the CUPL sites. All applicants to the Program must be approved by CUPL before any links are placed on applicant’s site(s). Upon approval by CUPL, 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 CUPL, and enrollment into the Program is at the sole and exclusive discretion of CUPLTo 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 "CUPL", "NOW Account"or variations or misspellings thereof will be deemed, at the sole and exclusive discretion of CUPL, to be unsuitable. Any Applicant found to be in an affiliate relationship with a company whose domain name includes "CUPL", "NOW Account" or variations or misspellings thereof, or whose business, or potential business and services, are deemed to be similar to that of CUPL, 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 known to be an employee or sales agent of a company with which CUPL has a distribution agreement will be deemed unsuitable.

 

2.     Rejection of Application. CUPL has the option of rejecting your application if we determine, at the sole and exclusive discretion of CUPL, 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. All commissions due will be forwarded to you within 45 (forty-five) days of receipt of undisputed funds from the customer.

 

2.     LINKS ON APPLICANT'S SITE

You are responsible for the placement of the links to a landing page promoting NOW on your site. You must use an HTML generator (provided by CUPL) 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 CUPL You may add or delete approved graphics and related links from your site at any time without our approval. CUPL will use a program to track all requests for contact that originate from your site.

 

3.     IDENTIFICATION OF CLIENTS FOR PAYMENT OF COMMISSION

CUPL will cause NOW to identify a Client in the NOW system as a Credit Union Client where the Client (i) indicates that it is a member of Credit Union or (ii)enters the NOW website to complete an application via the landing page on Credit Union site. NOW will keep an account of the Clients subject to this Agreement and shall render an electronic monthly statement containing a listing of the Credit Union Clients subject to this Agreement and the total number and amount of invoices processed for Credit Union Clients subject to this Agreement.

 

4.     PROCESSING ORDERS

NOW will process all invoices submitted by Credit Union Clients in accordance with procedures provided to Clients by NOW. NOW will be responsible for all aspects of invoice processing, approval, funding and customer service. NOW reserves the right to reject any and all invoices that do not meet the requirements of NOW, at its sole discretion.

 

5.     COMMISSIONS

You will earn commission based upon the sale of invoices to NOW by Credit Union Clients. For as long as the Agreement is in place, CUPL will pay Credit Union a commission of 4% of the gross fee (e.g. 250 bps of each purchased invoice). The gross fee does not include:

·        Surcharges for extended terms granted by a seller,

·        Surcharges for international buyers,

·        Monthly connection fee, or

·        Adjustments to the gross fee arising from periodic changes in cost of funds or risk.

 

6.     PAYMENT OF COMMISSIONS

Commissions are paid monthly. Commission reports and payments are distributed by the end of each calendar month following the month in which NOW receives the payment of its fees for the invoices upon which the compensation is calculated. 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).

7.     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    CUPL

o    NOW Account

8.     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 CUPL. Accordingly, the rules, policies and operating procedures of CUPL are applicable to such customers. CUPL reserves the rights to alter, update, or in any way change the rules, policies and operating procedures at any time.

 

9.     LIMITED LICENSE AND INTELLECTUAL PROPERTY

CUPL hereby grants Affiliate during the term of this Agreement a non-exclusive, non-transferable, non-sublicensable, revocable right to use CUPL 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 CUPL proprietary marks will be subject to CUPL 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 CUPL without prior written consent from CUPL, which may be given or withheld at our sole discretion. Further, you may not misrepresent or embellish the affiliate relationship between CUPL and yourself. You may not represent, expressly or impliedly, that CUPL supports, sponsors, endorses or contributes to your company.

10.     RESPONSIBILITIES OF CUPL

CUPL 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. CUPL represents and warrants that it will undertake its best efforts to comply with all applicable governmental regulations, rules and guidelines.

CUPL will provide, and/or will cause NOW to provide, the following marketing assistance to the credit union:

·        Camera-ready copy for printing of marketing materials,

·        Availability of staff to answers questions of members in a timely manner via telephone, electronic mail and webinars,

·        Availability of staff for group presentations, and

·        Waiver of the monthly connection fee for CUPL clients recruited by credit union

 

11.     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. 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.

 

12.     JOINT MARKETING PLAN

CUPL and Credit Union agree that within 90 days of executing this Agreement they will begin execution of a joint marketing plan that includes the following activities:

·    Credit Union will provide CUPL with a list of businesses affiliated with the credit union.

·    CUPL will assist credit union in refining list to identify prospects.

·    CUPL will work with credit union to develop a rollout plan based on list of prospects, including selecting a subset of prospects for early adoption.

·    With assistance of CUPL, credit union will contact prospects to introduce service.

·    CUPL will perform sales training for credit union business development personnel.

·    CUPL will work with credit union marketing to develop sales goals, marketing materials, including testimonials from early adopters, and incorporate rollout strategy within credit union’s overall business services marketing strategy.

·    CUPL will provide monthly tracking and reporting related to NOW usage by business members.

·    Monthly status meetings during the program will facilitate feedback and enable evolution of the service and reporting.

·    Credit union will promote NOW through the normal marketing channels used to reach existing and prospective business members.

·    Credit union will exclusively promote the NOWaccount Merchant B2B service, except those trade receivables that are originated through a credit card (i) offered by the buyer and (ii) issued under systems operated by Visa, MasterCard, American Express, or Discover.



13.     INDEMNIFICATION

CUPL 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 CUPL harmless against any claim, action, liability, losses and expenses (including reasonable attorneys' fees) resulting from or arising out of Affiliate's use of CUPL material or relating to the development, operation, maintenance and content of its site.

 

14.     LIMITATION OF LIABILITY

CUPL 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 CUPL 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, CUPL HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTIES REGARDING THE NOW ACCOUNT SITE, CUPL' 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, CUPL 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.

 

15.     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. 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 CUPL trademarks, trade dress and logos. 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.

 

16.     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.

 

17.     ASSIGNMENT

 

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

 

18.     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.

 

 

19.     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.

 

20.     INDEPENDENT INVESTIGATION

 

BY APPLYING FOR AFFILIATION WITH CUPL 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.

 

21.     CONFIDENTIALITY

The information and service provided by CUPL to its customers is proprietary in nature. Affiliate hereby acknowledges that it is not a competitor of CUPL and agrees not to share any proprietary information with any competitors of CUPL 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.

 

22.     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.

 

23.     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 CUPL Please feel free to contact us with any questions or concerns you may have.

CUPartner Link Corporation
4455 LBJ Freeway
Farmers Branch, TX 75244
Phone: 866-467-6249
Email:
cservice@CU4Business.com
URL:
http://CU4Business.com/