Rich Dad - Welcome to Rich Dad!

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the CASHFLOW Technologies, Inc. ("CTI") Rich Dad Club's Program (the "Program"). As used in this Agreement, "we" means CTI, and "you" means the applicant registering a Rich Dad or CASHFLOW club, collectively this Agreement may refer to us as "the Parties". "Site" means a World Wide Web site and, depending on the context, refers either to CTI's site, located at the URL www.richdad.com, or to any site that you will link to our site (and which you will identify in your Program application).

1) Enrollment in the Program:
In order to register your Rich Dad Club or CASHFLOW Cub, you will complete the Program's online Rich Dad Club registration form via our site. We will evaluate your application and will notify you of your acceptance or rejection. We may reject your application or terminate this agreement if we determine (IN OUR SOLE DISCRETION) that your club or site is unsuitable for the Program. Unsuitable clubs or sites include those that:

A. Promote sexually explicit materials;
B. Promote violence;
C. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
D. Promote illegal activities;
E. Violate intellectual property rights;
F. Does not meet the criteria of CTI as a qualified club or site; and
G. include CTI trademarks, trade dress or other variations of our intellectual property in their domain names.

If we reject your registration, you are welcome to reapply to the Program at a later time. You should also note that if we accept your application and your club or site is thereafter determined (IN OUR SOLE DISCRETION) to be unsuitable for the Program, we may terminate this Agreement. You warrant that all information provided in the Program Application is true and accurate.

2) Term and Termination of the Agreements:

The term of this Agreement will begin upon our approval of your Rich Dad Club or CASHFLOW Club registration and will end when terminated by either party. If you have a website that you would like Rich Dad Community members to visit, you shall download a CTI club Banner to display on your site. You may request the banner advertisement by emailing clubs@richdad.com with your format (i.e. jpeg, gif, etc.) request.

Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. Should we terminate this agreement we will notify you by email or by letter sent via the US Postal Service at our option, with termination becoming effective immediately upon our sending you the termination email or letter. We may also terminate this Agreement if we do not have a current and effective e-mail or street address for you. You are only eligible to refer to yourself as a Rich Dad or CASHFLOW club during the term of the agreement. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification. The rights and obligations contained in Sections 1, 2, 3, 7, 8, 9, 10, 12, 13, 14 and 15 of this Agreement shall survive the termination or expiration of this Agreement.

Upon termination:

You must remove our Banner(s) and all CTI intellectual property from your site and disable any links from your site to ours.
You shall cease to refer to your club as a Rich Dad CASHFLOW Club or any variation of the name.
You must also remove our Banner(s) and all CTI intellectual property from any and all newsletters, promotional and/or publicity material, e-mail or other media if you used the Banner or all CTI intellectual property in any such impermissible manner.
All rights and licenses, if any, given to you in this Agreement or by CTI shall immediately terminate including those granted by permission pursuant to Section 6c..
If we continue to permit any activity after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination or any other of our rights.
You will return to us any confidential information, and all copies of it in your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos, banners, intellectual property and other designations of ours.
CTI will be released from all obligations and liabilities to you occurring or arising after the date of such termination, except with respect to those obligations which by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement which occurred prior to termination.

3) Modification:

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by either posting a change notice or a new agreement on this site or by giving you notice by e-mail or postal service. Modifications may include, for example, changes in the scope of availability of this Program and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE OR BY GIVING YOU OTHER NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

4) Restrictions:

You may not: (a) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring, or in advertising and or promotional, marketing and publicity material; (b) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (c) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action.

If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) terminate this Agreement.

5) Approved Layouts for club websites:

Without our prior written approval, you will only use our approved graphic image and text banners and links and will not alter their appearance. You will also adhere to the required language as stated in Paragraph 12 below.

In addition, you agree that all of your club advertising and promotional material regardless of the media, nature, and/or location shall contain the following statements in a prominent location: "[name of any appropriate parties] is not affiliated with, sponsored by, endorsed by or related to CASHFLOW® Technologies, Inc. (CTI) & Robert T. Kiyosaki." and "CASHFLOW and RICH DAD are registered trademarks of CASHFLOW Technologies, Inc. and CASHFLOW Clubs and Rich Dad Clubs are trademarks of CASHFLOW Technologies, Inc. (CTI). All trademark usage is with permission of CTI. All rights reserved." Upon request by CTI, and at its sole option, you shall print any other similar statements as to the ownership of CTI intellectual property and the relationship between the Parties.

We will make available to you a small graphic image (the "Banner") for use only on your website that identifies your site as a Program participant and use of the Banner and the right to use is solely for the purpose of identifying your site as a Program participant. We may modify the text or graphic image referenced herein from time to time and you agree to follow our Banner guidelines, as those guidelines may change from time to time. You may not modify the Banner or any other of our CTI images in any way. You may not use the Banner or any other link in any e-mail, Spam, newsletter, content distribution system or other media and may not otherwise distribute it to anyone without written permission from CTI.

The appearance and syntax of the hypertext transfer links are designed and designated by us and constitute the only authorized and permitted representation of our site.

In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that CTI or richdad.com supports, sponsors, endorses, or contributes money to you or any other cause).

6) License to use Marks and CTI intellectual property:
a)     We hereby grant to you a non-exclusive, non-transferable license, during the term of this Agreement, to use CTI's intellectual-property marks SOLELY IN CONNECTION WITH THE DISPLAY OF THE BANNER on your site as provided by CTI pursuant to Section 5 above. This license cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the marks is limited to and arises only out of this license to use the Banners.
b)     acknowledge the validity of the CTI trademarks (The Trademarks) and will use the Trademarks only in accordance with the terms and provisions of this Agreement. All Trademarks and other intellectual property rights in the Work (and all versions and derivatives thereof) are owned by CTI and shall remain the exclusive property of CTI. You shall not assert the invalidity, unenforceability, or contest the ownership of the marks or assert any claim for ownership of any Trademarks or other CTI intellectual property in any action or proceeding of whatever kind or nature, and shall not take any action, do or cause to be done any act or thing, contesting ownership, or that may prejudice our or our licensor rights in the marks, render the same generic, impairing or tending to impair, in any way any part of CTI's right, title and interest in the marks or otherwise weaken their validity, value or diminish their associated goodwill.
c)      We reserve all of our rights in any Banner, any other CTI graphic image and text, our trade names and Trademarks, and all other intellectual property rights that are not specifically granted in this Agreement for our own use and benefit. These rights shall, without limiting the generality of the foregoing, include rights to any derivative, derivatives, abridgments, adaptations or modifications of CTI Intellectual Property, CTI information, CTI products, as well as any and all subsidiary rights in other media whether now known or later devised. In the event you shall be deemed to have acquired any such rights in the CTI intellectual property or Trademarks anywhere in the world, you agree to execute all documents reasonably requested by CTI to assign all such rights to CTI.
d)     Rights to use such CTI intellectual property not specifically granted herein shall be by permission only. All requests for permission to use any such CTI material released by CTI must be in writing. Grants of permission to use CTI intellectual property will only be given in writing. While your request is pending, you may not use the material until you receive written authorization, which will outline the terms and conditions that you must agree to follow in order to use the such material if permission is granted. Upon expiration or termination of this Agreement, all rights and privileges in and to the Trademarks granted to you herein or by a written grant shall automatically revert to CTI.

7) Confidential Information:
During the term of this Agreement, you may be entrusted with Confidential Information relating to the business, operations, or underlying technology of CTI and/or the Program. You agree to avoid disclosure or unauthorized use of the Confidential Information to third persons or outside parties unless you have our prior written consent and that you will use the Confidential Information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.

Any and all data collected through your Rich Dad or CASHFLOW club, CTI's website or any other aspect of the Program, through, by way of example only, attendance at events, sales, registration or otherwise shall belong to CTI.

8) Spam:
We do not condone Spam. CTI or CTI's customers are liable to incur expenses in dealing with Spam generated mail related to your club activities and/or events. Any form of Spam will result in your club status being placed under review pending an investigation. Further, you agree that CTI and/or its customers may seek recourse against you for expenses incurred in dealing with Spam. In this instance, we reserve the right to demand payment from you in addition to any other equitable remedies we may pursue. We will terminate this agreement immediately if there is any form of spamming or if you discredit CTI through false advertising, written or uttered words.

9) Limitation of Liability and Disclaimer of Warranties:
We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. CTI SHALL NOT BE SUBJECT TO AND DISCLAIMS: (l) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY; (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO THE PROGRAM, EVENTS (CLUB OR OTHERWISE), PRODUCTS SOLD OR SERVICES RENDERED BY CTI, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO; AND (3) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER. With respect to any and other breaches of contract between CTI and you, CTI's liability shall in no event exceed the total fees paid or payable to you. (You understand and acknowledge that no fees are anticipated.) Without limiting the generality of the foregoing, CTI specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages, damages for lost profits or revenues, loss of use of the Program, any losses due to the club or club events, Products or any associated equipment, cost of capital, events, facilities or services, downtime, shut-down or slowdown costs, spoilage of material, or for any other types of economic loss. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total fees paid or payable to you under this Agreement. (Again you understand and acknowledge that no fees are anticipated.) THE PARTIES AGREE THAT CTI HAS MADE NO IMPLIED WARRANTIES IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTY OF TIMELINESS, PERFORMANCE, COMPLETENESS, ADEQUACY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, CURRENTNESS, DELAYS OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NEITHER CTI, NOR ITS AFFILIATED ENTITIES, AGENTS, ASSOCIATES, EMPLOYEES OR OFFICERS MAKE ANY WARRANTY WITH RESPECT TO THE PROGRAM OR THAT THE LINK TO OR ACCESS TO THE RICHDAD.COM WEBSITE WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE. THE PARTIES AGREE THAT THE LINK, ACCESS TO AND THE WEBSITE ITSELF ARE ON AN AS-IS BASIS WITH NO WARRANTIES. You agree that the disclaimers of warranty herein also include any and all materials or Club Program information or descriptions on the CTI or richdad.com website.

10) Indemnity to CTI:
You shall indemnify defend and hold us harmless from any loss, damage, cost, expense, suits, claims, injuries or other liability, including attorney's fees, costs and expenses, as a result of any and all of your acts or omissions, negligent or otherwise, direct or indirect, and/or those associated with any claim by or against you or anyone employed by you or anyone contracted by you to perform any right or obligation under this Agreement or relating to the development, operation, maintenance, and contents of your club.

11) Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE RICH DAD OR CASHFLOW CLUBS THAT ARE SIMILAR TO OR COMPETE WITH YOUR CLUB. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

12) Relationship of Parties:
You and we are independent contractors, and nothing in this Agreement or the Program will or is intended to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. 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, in your club promotional material or advertisements or otherwise, that reasonably would contradict anything in this paragraph or could reasonably cause any customer or other person or entity confusion as to our relationship with you. You shall not use any such words that describe or imply sponsorship, endorsement, partnership or the like between you and/or your website and CTI or any of CTI's affiliated entities or strategic partners. You agree that you will only describe your relationship with CTI or your participation in the Program in the following limited manner: "Official Participant in the Rich Dad CASHFLOW Club Program".

13) Responsibility for Your Club:
You will be solely responsible for the development, operation, and maintenance of your club and for all materials that appear on your website or in advertisement and promotional material. By way of example only, you will be solely responsible for:

the technical operation of your site and all related equipment.
failure to follow the proper procedures.
the accuracy and appropriateness of materials, including, but not limited to, publicity, promotional and advertising material, related to your club.
ensuring that materials posted on your site or in advertisement and other promotional material do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) and/or are not unsuitable as described above in this Agreement in Section 1.
ensuring that such materials are not libelous or otherwise illegal.
the proper operation of and implementation of club activities and events, including any permission, licenses or permits from your local authorities.
ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your club and club material such as advertisement and promotional material. Further, you shall be responsible for and you shall assume all risks by conducting your own due diligence in regard to this Program and the other matters listed hereinabove. We also cannot provide additional technical assistance or advice or help you in regard to the any of the above matters.

14) Severability:
If any clause or provision of this Agreement is or becomes illegal, invalid, or unenforceable, the illegal, invalid or unenforceable provision shall be replaced by a provision, which, being legal, valid and enforceable, comes closest to the intent of the Parties underlying the illegal, invalid or unenforceable provision. If a court of competent jurisdiction refuses for any reason to reform such provision as contemplated by the Parties, the validity and enforceability of the remaining provisions of this Agreement shall not be affected, and the Agreement shall thereafter be construed as if the invalid provision had not been included in the Agreement, unless the elimination of such provision destroys the underlying business purpose of this Agreement.

15) Miscellaneous Provisions:
This agreement is made under and the performance of all obligations hereunder shall be governed by and construed in accordance with the laws of the United States and the internal laws of the State of Arizona, USA (the location of CASHFLOW Technologies Inc.). The federal and state courts within the State of Arizona will have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. You expressly consent to: (i) the personal jurisdiction of the federal and state courts within the State of Arizona, U.S.A.; (ii) service of process being effected upon you by confirmed telecopier message or registered mail or confirmed delivery sent to the address set forth in the application for the Program; and (iii) to be bound by orders of such courts, and expressly agree not to oppose enforcement of any order of such courts in other jurisdictions. You shall not assign this Agreement, by operation of law or otherwise, without our prior written consent nor shall you transfer and/or sublicense this Agreement except upon the prior written consent of the CTI. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

I accept these terms and wish to sign-up. By clicking on the "Register Club" button, I am acknowledging that I have read, understand and accept this Agreement.