Affiliate Program Terms and Conditions of Use

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND
UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO
BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to you
becoming an affiliate in TransferCloud.io's Affiliate Program. The purpose
of this Agreement is to allow HTML linking between your web site and the
TransferCloud.io web site. Please note that throughout this Agreement, "we,"
"us," and "our" refer to TransferCloud.io, and "you," "your," and "yours"
refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the
online application at the ShareASale.com server. The fact that we
auto-approve applications does not imply that we may not re-evaluate your
application at a later time. We may reject your application at our sole
discretion. We may cancel your application if we determine that your site is
unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials 
2.1.2. Promotes violence 
2.1.3. Promotes discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age
2.1.4. Promotes illegal activities 
2.1.5. Incorporates any materials which infringe or assist others to
infringe on any copyright, trademark or other intellectual property rights
or to violate the law 
2.1.6. Includes "TransferCloud.io" or variations or misspellings thereof in
its domain name 
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory,
obscene, harassing, or racially, ethnically or otherwise objectionable to us
in our sole discretion. 
2.1.8. Contains software downloads that potentially enable diversions of
commission from other affiliates in our program. 
2.1.9. You may not create or design your website or any other website that
you operate, explicitly or implied in a manner which resembles our website
nor design your website in a manner which leads customers to believe you are
TransferCloud.io or any other affiliated business.
2.2. As a member of TransferCloud.io's Affiliate Program, you will have
access to Affiliate Reporting page. Here you will be able to get a report of
registrations and paid users with your affiliate code.
2.3. TransferCloud.io reserves the right, at any time, to review your
placement and approve the use of Your Links and require that you change the
placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your
responsibility. We may monitor your site as we feel necessary to make sure
that it is up-to-date and to notify you of any changes that we feel should
enhance your performance.
2.5. It is entirely your responsibility to follow all applicable
intellectual property and other laws that pertain to your site. You must
have express permission to use any person's copyrighted material, whether it
be a writing, an image, or any other copyrightable work. We will not be
responsible (and you will be solely responsible) if you use another person's
copyrighted material or other intellectual property in violation of the law
or any third party rights.
3. TransferCloud.io Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you
are following the terms and conditions of this Agreement. We may notify you
of any changes to your site that we feel should be made, or to make sure
that your links to our web site are appropriate and to notify further you of
any changes that we feel should be made. If you do not make the changes to
your site that we feel are necessary, we reserve the right to terminate your
participation in the TransferCloud.io Affiliate Program.
3.2. TransferCloud.io reserves the right to terminate this Agreement and
your participation in the TransferCloud.io Affiliate Program immediately and
without notice to you should you commit fraud in your use of the
TransferCloud.io Affiliate Program or should you abuse this program in any
way. If such fraud or abuse is detected, TransferCloud.io shall not be
liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate
application, and will continue unless terminated hereunder.
4. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause,
by giving the other party written notice. Written notice can be in the form
of mail, email or fax. In addition, this Agreement will terminate
immediately upon any breach of this Agreement by you.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time
at our sole discretion. In such event, you will be notified by email.
Modifications may include, but are not limited to, changes in the payment
procedures and TransferCloud.io's Affiliate Program rules. If any
modification is unacceptable to you, your only option is to end this
Agreement. Your continued participation in TransferCloud.io's Affiliate
Program following the posting of the change notice or new Agreement on our
site will indicate your agreement to the changes.
6. Payment
TransferCloud.io uses a third party to handle tracking and payments. The
third party is FastSpring.com, but does not have a report available for
affiliates. All earning will be reviewed by TransferCloud.io to report to
the affiliates.
7. Access to Affiliate Account Interface
You will receive an affiliate code or may received a password so that you
may enter ShareASale’s secure affiliate account interface. From their site
you will be able to receive your reports that will describe our calculation
of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion
that mentions TransferCloud.io could be perceived by the public or the press
as a joint effort. You should know that certain forms of advertising are
always prohibited by TransferCloud.io. For example, advertising commonly
referred to as "spamming" is unacceptable to us and could cause damage to
our name. Other generally prohibited forms of advertising include the use of
unsolicited commercial email (UCE), postings to non-commercial newsgroups
and cross-posting to multiple newsgroups at once. In addition, you may not
advertise in any way that effectively conceals or misrepresents your
identity, your domain name, or your return email address. You may use
mailings to customers to promote TransferCloud.io so long as the recipient
is already a customer or subscriber of your services or web site, and
recipients have the option to remove themselves from future mailings. Also,
you may post to newsgroups to promote TransferCloud.io so long as the news
group specifically welcomes commercial messages. At all times, you must
clearly represent yourself and your web sites as independent from
TransferCloud.io. If it comes to our attention that you are spamming, we
will consider that cause for immediate termination of this Agreement and
your participation in the TransferCloud.io Affiliate Program. Any pending
balances owed to you will not be paid if your account is terminated due to
such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bid in their
Pay-Per-Click campaigns on keywords such as TransferCloud.io, TransferCloud,
www.Transfercloud, www.TransferCloud.io, and/or any misspellings or similar
alterations of these – be it separately or in combination with other
keywords – and do not direct the traffic from such campaigns to their own
website prior to re-directing it to ours, will be considered trademark
violators, and will be banned from TransferCloud.io’s Affiliate Program. We
will do everything possible to contact the affiliate prior to the ban.
However, we reserve the right to expel any trademark violator from our
affiliate program without prior notice, and on the first occurrence of such
PPC bidding behavior.
8.3. Affiliates are not prohibited from keying in prospect’s information
into the lead form as long as the prospects’ information is real and true,
and these are valid leads (i.e. sincerely interested in TransferCloud.io’s
service).
8.4. Affiliate shall not transmit any so-called “interstitials,”
“Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,”
“Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive
pop-ups and/or pop-unders” to consumers from the time the consumer clicks on
a qualifying link until such time as the consumer has fully exited
TransferCloud.io’s site (i.e., no page from our site or any
TransferCloud.io’s content or branding is visible on the end-user’s screen).
As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an
application that (a) through accidental or direct intent causes the
overwriting of affiliate and non affiliate commission tracking cookies
through any other means than a customer initiated click on a qualifying link
on a web page or email; (b) intercepts searches to redirect traffic through
an installed software, thereby causing, pop ups, commission tracking cookies
to be put in place or other commission tracking cookies to be overwritten
where a user would under normal circumstances have arrived at the same
destination through the results given by the search (search engines being,
but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and
similar search or directory engines); (c) set commission tracking cookies
through loading of TransferCloud.io site in IFrames, hidden links and
automatic pop ups that open TransferCloud.io’s site; (d) targets text on web
sites, other than those web sites 100% owned by the application owner, for
the purpose of contextual marketing; (e) removes, replaces or blocks the
visibility of Affiliate banners with any other banners, other than those
that are on web sites 100% owned by the owner of the application.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to
(i) access our site through HTML links solely in accordance with the terms
of this Agreement and (ii) solely in connection with such links, to use our
logos, trade names, trademarks, and similar identifying material
(collectively, the "Licensed Materials") that we provide to you or authorize
for such purpose. You are only entitled to use the Licensed Materials to the
extent that you are a member in good standing of TransferCloud.io's
Affiliate Program. You agree that all uses of the Licensed Materials will be
on behalf of TransferCloud.io and the good will associated therewith will
inure to the sole benefit of TransferCloud.io.
9.2. Each party agrees not to use the other's proprietary materials in any
manner that is disparaging, misleading, obscene or that otherwise portrays
the party in a negative light. Each party reserves all of its respective
rights in the proprietary materials covered by this license. Other than the
license granted in this Agreement, each party retains all right, title, and
interest to its respective rights and no right, title, or interest is
transferred to the other.
10. Disclaimer
TRANSFERCLOUD.IO MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES
REGARDING TRANSFERCLOUD.IO SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES
PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF TRANSFERCLOUD.IO ABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY
DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE
OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT
BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you
and constitutes your legal, valid, and binding obligation, enforceable
against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be
bound by the terms and conditions of this Agreement and to perform your
obligations under this Agreement, without the approval or consent of any
other party;
11.3. You have sufficient right, title, and interest in and to the rights
granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER
LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE
OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL
TransferCloud.io'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO
THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY,
TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES
PAID TO YOU UNDER THIS AGREEMENT.
13. Indemnification
You hereby agree to indemnify and hold harmless TransferCloud.io, and its
subsidiaries and affiliates, and their directors, officers, employees,
agents, shareholders, partners, members, and other owners, against any and
all claims, actions, demands, liabilities, losses, damages, judgments,
settlements, costs, and expenses (including reasonable attorneys' fees) (any
or all of the foregoing hereinafter referred to as "Losses") insofar as such
Losses (or actions in respect thereof) arise out of or are based on (i) any
claim that our use of the affiliate trademarks infringes on any trademark,
trade name, service mark, copyright, license, intellectual property, or
other proprietary right of any third party, (ii) any misrepresentation of a
representation or warranty or breach of a covenant and agreement made by you
herein, or (iii) any claim related to your site, including, without
limitation, content therein not attributable to us.
14. Confidentiality
All confidential information, including, but not limited to, any business,
technical, financial, and customer information, disclosed by one party to
the other during negotiation or the effective term of this Agreement which
is marked "Confidential," will remain the sole property of the disclosing
party, and each party will keep in confidence and not use or disclose such
proprietary information of the other party without express written
permission of the disclosing party.
15. Miscellaneous
15.1. You agree that you are an independent contractor, and nothing in this
Agreement will create any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between you and
TransferCloud.io. You will have no authority to make or accept any offers or
representations on our behalf. You will not make any statement, whether on
Your Site or any other of Your Site or otherwise, that reasonably would
contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this
Agreement to any party, except to a party who obtains all or substantially
all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of New York without regard to the conflicts of laws
and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in
writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and
shall supersede all prior agreements and communications of the parties, oral
or written.
15.6. The headings and titles contained in this Agreement are included for
convenience only, and shall not limit or otherwise affect the terms of this
Agreement.
15.7. If any provision of this Agreement is held to be invalid or
unenforceable, that provision shall be eliminated or limited to the minimum
extent necessary such that the intent of the parties is effectuated, and the
remainder of this agreement shall have full force and effect.