AFFILIATE AGREEMENT
TERMS AND CONDITIONS
The Malphurs Group, Inc.
1. INTRODUCTION
The Malphurs Group, Inc. (“we” or “us”) wishes to appoint you (“you” or “the Affiliate”) as an Affiliate to enable you to receive the referral fee referred to in Clause 6, on the terms and conditions of this Agreement.
2. REGISTRATION
2.1 In order to become an Affiliate, you must complete the Affiliate Application on the Church Revitalization University website. We will evaluate your application and notify you of your acceptance or rejection. We reserve the right, at our sole discretion, to reject any application to become an Affiliate, and, in particular, we may reject your application if we determine there is a misalignment in mission between our entities.
2.2 If we accept your application and thereafter determine, at our sole discretion, there to be an unsuitable mission match, we may terminate this Agreement.
3. LICENSE
We grant you a non-exclusive, worldwide, royalty-free license to use any promotional digital assets provided to you for the term of this Agreement and solely for the purposes of facilitating referrals from your contacts. We have the right to terminate this license at any time and to request you to remove any Links, on your website, immediately if we consider that the Links are not being used in accordance with these Terms and Conditions.
4. ORDERS
We will process orders for the Church Revitalization products placed by customers to The Malphurs Group, Inc. and we will be responsible for all aspects of the order process. We will track sales made by customers who purchase products/services. Affiliates sales reporting is available in the affiliate portal.
5. REFERRAL FEE
5.1 For a sale to generate a referral fee, the customer must follow the Links from our Website to purchase the product/service using a credit card for us to provide the product/service. Fees are noted in the schedule below:
PRODUCT FEE COMPENSATION
Church Revitalization University
30% of $499 Registration Fee (Affiliate receives $149.70 per paid registration after the refund period has elapsed)
(Other products and opportunities may be offered from time to time and compensation will be provided at that time)
We will credit the last affiliate who referred the customer.
5.2 You will earn referral fees on revenues referred to in Clause 6.1, according to the commission rates fixed by us. The current commission rates are 30% of the purchase price.
5.3 The Affiliate Program is intended for commercial use only and you may not purchase products/services through the Affiliate Program for your own use or that of your friends or relatives or for resale or commercial use of any kind. In addition, you must not directly or indirectly offer any person any consideration or incentive, including, without limitation, payment of money or awarding of any benefits. In addition to any other rights we may have, such actions may result, at our sole discretion, in the withholding of referral fees and/or the termination of this Agreement.
6. PAYMENT
6.1 Payment will be made after open registration period closes and 30 day refund period has elapsed.
6.2 Payments shall be made by using an Electronic Check.
7. POLICIES
For the avoidance of doubt, customers who buy products/services through the Affiliate Program will be customers of The Malphurs Group, Inc. Accordingly, all rules, policies and operating procedures concerning customer orders, customer service and sales will apply to those customers. We reserve the right, at its sole discretion, to change such policies and procedures at any time, including pricing policies. Product/service prices and availability may vary from time to time. We shall use its reasonable endeavors to present accurate information, but we cannot guarantee the availability or price of any particular product/service.
8. DATA PROTECTION
We will undertake to keep all data collected from a customer confidential. It will not be sold or used for any purposes except those in this Affiliate Agreement.
9. COPYRIGHT
The content of our products/services and the Links are protected by copyright, trademarks, patents and other intellectual property rights and laws. You do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property except for the license expressly granted in Clause 4 above.
10. WARRANTIES AND INDEMNITY
10.1 You hereby warrant to us and we warrant to you that we/you will not include any of the following on our respective Websites:
10.1.1 any illegal material;
10.1.2 any obscene or sexually explicit material;
10.1.3 any violent, discriminatory, threatening or abusive material;
10.1.4 any material which is blasphemous or defamatory in any way;
10.1.5 any material that infringes the Intellectual Property of any third party.
10.2 You acknowledge that you are solely responsible for all materials that appear on your Website together with the technical operation of your Website and all related equipment. You agree to indemnify and hold us and its employees and agents harmless from all claims, damages and expenses including, without limitation, legal expenses, arising out of the operation, maintenance and content of your Website.
11. TERM AND TERMINATION
11.1 The term of this Agreement will begin upon our acceptance of your Affiliate Application and will end when terminated by either party in accordance with this Agreement. Either party may terminate this Agreement at any time upon giving 30 days written notice to the other.
a. Either party may terminate this Agreement forthwith by notice in writing to the other if:
i. the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
11.2.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or
11.2.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
11.2.4 the other party ceases to carry on its business or substantially the whole of its business; or
11.2.5 the other party is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
11.3 Upon termination of this Agreement, you must immediately remove the Links from your Website and all of our trademarks, trade names and logos.
11.4 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.
12. DISCLAIMERS AND LIMITATION OF LIABILITY
12.1 The entire liability of The Malphurs Group, Inc. to you in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the equivalent of paid fees.
12.2 In no event shall we be liable to you for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable, or we had been made aware of the possibility of such a loss occurring.
12.3 To the fullest extent permitted by law, we make no express or implied warranties or representations with respect to the Affiliate Program or any products/services sold through the Affiliate Program, including, without limitation, warranties of fitness for purpose, merchantability, non-infringement or any implied warranties arising out of performance, dealing, or trade usage, and the same are hereby excluded.
13. PUBLICITY
All public announcement with respect to this Agreement or your participation in the Affiliate Program will be prepared and approved jointly by the parties.
14. RELATIONSHIP OF PARTIES
Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
15. ASSIGNATION
We may assign or subcontract any or all of our rights and obligations under these Terms and Conditions. You may assign this Agreement and your rights and obligations under it with the prior written consent of The Malphurs Group, Inc., which not be unreasonably withheld.
16. MODIFICATION
We reserve the right to update or amend the Terms and Conditions at any time, with your consent, which shall not be unreasonably withheld.
17. SEVERANCE
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
18. ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
19. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of the State of Texas and the parties hereby submit to the exclusive jurisdiction of the Texas courts.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first written above.