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These Terms of Service are entered into by and between you and Respond Flow, Inc., a Delaware corporation, (“Respond Flow”) and govern the terms of Respond Flow’s affiliate program (the "Affiliate Program"). BY SUBMITTING AN APPLICATION TO PARTICIPATE IN THE AFFILIATE PROGRAM, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF SERVICE AS WELL AS Respond Flow’S Terms of Service AND PRIVACY POLICY. Your participation in the Affiliate Program is conditioned on your acceptance of these Terms of Service and all terms, conditions, and notices contained herein. Please read the Terms of Service carefully. If you do not want to agree to these Terms of Service, you must not participate in the Affiliate Program.
To participate in the Affiliate Program, you must submit an application through Respond Flow’s Affiliate Signup, available at https://respondflow.com/affiliates. Respond Flow reserves the right, in its sole discretion, to accept or reject any application for membership in the Affiliate Program for any reason. Affiliates must be at least 18 years old and be eligible to work in the US in order to participate in the Affiliate Program.
You will receive commission for Qualified Referrals to Respond Flow. The percentage of commission may change at any time and without notice.
"Qualified Referrals" mean customers referred by you to Respond Flow who: (1) click on your unique tracking link; (2) within ninety (90) days of clicking on your unique tracking link, successfully purchase, a monthly or yearly subscription for Respond Flow or another Respond Flow product; and (3) maintain an active account and the monthly or yearly subscription with Respond Flow for a minimum of thirty-one (31) days.
Affiliates who share the same personal/company details, including but not limited to, last name, email address, IP address, website details, or commission payment details, as their referred customer will be deemed to have made a “Self-Referral.” Referral commission and any earnings associated with this type of “Self-Referral” will not be paid. Respond Flow, in its sole discretion, will determine the classification of any referral as a “Self-Referral.”
Referrals made to current Respond Flow customers will be considered “Current Customer Referrals" and referral commission and any earnings associated with Current Customer Referrals will begin accruing after the referral was made. You will not receive referral commission for a Current Customer Referral for any payments the customer made to Respond Flow before the referral. Respond Flow, in its sole discretion, will determine the classification of any referral as a “Current Customer Referral.”
Commissions earned on referrals become payable 30 days after the referred customer becomes a Qualified Referral.
If at any time a Qualified Referral files a credit card dispute, any earned Affiliate commission on the disputed charge shall become frozen in your account until the dispute is settled. You will not receive any interest on commissions that have been frozen. If the dispute is settled in Respond Flow’s favor, any associated earned Affiliate commission will become payable to you. If the dispute is settled in the Qualified Referral’s favor, any associated earned Affiliate commission shall not be paid to you. If commissions have already been paid out to you, the amount of earned commissions on the disputed charges shall be debited to your account.
Commission payments will be paid in US Dollars and may be made via electronic payment (such as Paypal or Wire). You are responsible for paying all applicable fees associated with accepting payments, including but not limited to, currency conversion fees, transaction fees, withdrawal fees, deposit fees, and check cashing fees. Commissions are paid out on the 10th of the following month. .
In order to receive payments for earned commissions, you must provide Respond Flow a completed Form W-8 or Form W-9, as instructed by Respond Flow. You will be deemed to have permanently waived all rights to Commissions that were earned more than 120 days before submitting a completed Form W-8 or Form W-9 to Respond Flow. You are responsible for any and all tax liabilities, including, without limitation, income tax liabilities, that arise from or in any way relate to any commissions paid out to you by Respond Flow.
Respond Flow reserves the right to request documentation in order to approve your account. These requests may be made during the Affiliate Program application process or at any time while you have an active account in the Affiliate Program. If requests for documentation are not responded to in a timely manner, Respond Flow reserves the right to terminate, deactivate, or not approve your account.
You shall bear your own costs and expenses related to marketing and promoting Respond Flow and/or the Affiliate Program. Respond Flow is not obligated to reimburse or credit you for any marketing expenses. If Respond Flow does reimburse you for any marketing expenses, such reimbursement shall not create a duty or obligation to reimburse any future marketing expenses.
You may not engage in any of the following marketing activities and represent and warrant that your marketing practices do not violate any of these restrictions:
Respond Flow may, in its sole discretion, terminate your participation in the Affiliate Program at any time, with or without cause, and without warning or notice. Without limiting the foregoing, Respond Flow reserves the right to terminate your account if it has been inactive for 12 consecutive months. Respond Flow reserves the right to terminate your participation in the Affiliate Program and not pay the accrued balance if you have been deemed to breach Respond Flow’s Terms of Service or these Terms of Service or engage in any conduct that Respond Flow deems to be illegal, improper, unfair, or otherwise adverse or detrimental to Respond Flow.
In Respond Flow’s sole discretion, affiliate accounts generating a large number of fraudulent accounts or that are associated with any false or misleading advertising or suspected fraudulent activity will be deactivated.
You may terminate your participation in the Affiliate Program at any time. You may discontinue your participation in the Affiliate Program by removing your affiliate links from your website and no longer promoting them. For accounting purposes, Respond Flow’s systems will retain Your account and personal information. By terminating your participation in the Affiliate Program, you waive your right to be paid any unpaid commissions below the minimum threshold and you assign (by way of future assignment) all of your rights and ownership of any commissions which we are holding to your account. You will not receive any commissions which are earned after the date of termination.
Upon termination, all rights granted to you shall immediately terminate.
Neither these Terms of Service nor your participation in the Affiliate Program creates any employment, independent contractor, agency, partnership, or joint venture relationship between you and Respond Flow.
During the term of these Terms of Service and for one (1) year after it has expired or been terminated, You agree that You will not disparage Respond Flow, its officers, directors, or employees or otherwise take any action that could reasonably be expected to adversely affect Respond Flow’s reputation. Under these Terms of Service, “disparage” includes, but is not limited to, any negative statement, whether written or oral, about Respond Flow, its officers, directors, or employees. You agree and acknowledge that this provision is a material term of the Terms of Service, the absence of which would have resulted in Respond Flow refusing to enter into this agreement.
You grant Respond Flow permission to use any and all photographs taken by Respond Flow or its agents or employees, or submitted by You to Respond Flow (hereinafter “Photographs”) in any media (including, but not limited to, print, internet, film, television and no matter how distributed or published) for any purpose, including, but not limited to, advertising, promoting, and marketing of Respond Flow or any product or service sold and marketed by Respond Flow. You agree that this authorization to use Photographs may be assigned by Respond Flow to any other party, may be combined with other Photographs, sounds, text and graphics, and may be manipulated, cropped, altered or modified in Respond Flow’s sole discretion. You agree not to make any monetary assessment against Respond Flow in exchange for the release under this section. You hereby release and forever discharge Respond Flow from any and all liability and from any damages. You further acknowledge and agree that this release is binding upon your heirs and assigns and that the release is irrevocable.
You are solely responsible for ensuring that your participation in the Affiliate Program complies with applicable law and does not violate the rights of any third party, including, without limitation, intellectual property rights. You assume all liability for any claims, suits or grievances filed against you, including, but not limited to, all damages related to participation in the Affiliate Program.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, RESPOND FLOW, ITS PRESENT AND FUTURE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND ANY THIRD PARTY INFORMATION PROVIDERS TO THE SITES, SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, RESPOND FLOW SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, RESPOND FLOW SHALL NOT BE LIABLE TO ANY PARTY FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, RESPOND FLOW’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS YOU EARNED OVER THE TWELVE (12) MONTHS PRECEDING THE CLAIM(S), UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.
You agree to indemnify, defend, and hold harmless Respond Flow, its present and future officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Sites from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Service by you or arising from or related to your use or misuse of the Affiliate Program.
The sections titled Limitation of Liability and Indemnification are solely for the benefit of Respond Flow and its present and future officers, directors, employees, agents, licensors, suppliers, and any third-party providers to the Sites. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on their own behalf. Except as set forth herein, nothing express or implied in these Terms of Service is intended or implied to confer, and nothing herein shall confer, any rights, remedies, liabilities, or obligations whatsoever upon any person or entity. You may not assign your rights under these Terms of Service without Respond Flow's prior written consent.
Respond Flow reserves the right to investigate complaints or reported violations of these Terms of Service and to take any action it deems appropriate, including but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities. Respond Flow may discontinue your participation in the Affiliate Program at any time for any reason or no reason.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone participating in the Affiliate Program. YOU WAIVE AND HOLD HARMLESS RESPOND FLOW AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR AS A RESULT OF, ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Respond Flow reserves the right to seek all remedies available at law and in equity for violations of these Terms of Service.
These Terms of Service are governed by and construed in accordance with the internal law of the State of Delaware without regard to its principles of conflicts of laws. Any action arising out of or relating to these Terms of Service shall be filed only in the state or federal courts located in the County of New Castle in the State of Delaware, and you hereby consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action. Where a conflict exists between Respond Flow’s Terms of Service and these Terms of Service, the Terms of Service govern.
Any dispute, controversy, proceeding, or claim arising out of or in connection with or relating to these Terms of Service, any of Respond Flow’s policies, or the Affiliate Program, in each case, whether in contract, tort, common or statutory law, equity or otherwise (collectively, a “Dispute”) shall be resolved by binding confidential arbitration by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in New Castle County, Delaware, unless you and Respond Flow agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Respond Flow from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights.
YOU AND RESPOND FLOW EACH AGREE TO WAIVE ITS RIGHT TO TRIAL BY JURY AND THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING HEREUNDER WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF RESPOND FLOW AND ALL PARTIES TO ANY SUCH PROCEEDING.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
These Terms of Service constitute the entire agreement with respect to participation in the Affiliate Program. If any provision of these Terms of Service is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.
Respond Flow may review and update these Terms of Service at any time in our sole discretion and it is your responsibility to keep abreast of those changes. All changes are effective immediately when posted. Your continued participation in the Affiliate Program following the posting of revised Terms of Service means that you accept and agree to the changes which are binding on you, so please check this webpage periodically for updates.
If you have questions or concerns regarding these Terms of Service or the Affiliate Program, you may contact us at:
Respond Flow, Inc.
1506 S Florence Pl
Tulsa, Oklahoma 74104
Email: admin@Respond Flow.com