Details of the Agreement

Please read the agreement document below before registering.

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the CASHFLOW Technologies, Inc. (“CTI”) Associates or Affiliates Program (the "Program"). As used in this Agreement, "we" means CTI, and "you" means the applicant, 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:
To begin the enrollment process, you will submit a complete Program application 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 site is unsuitable for the Program. Unsuitable 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 site; and

G. include CTI trademarks, trade dress or other variations of our intellectual property in their domain names.

If we reject your application, you are welcome to reapply to the Program at a later time. You should also note that if we accept your application and your 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 Affiliate application and when you download a CTI Banner and link it to our site and will end when terminated by either party. 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. We may also terminate this agreement if sales resulting from your affiliation with us for the first sixty days of this agreement consist of only purchases made by you. In addition, we reserve the right to terminate this agreement should your referral fees or commissions remain below a total of $25USD for four consecutive quarters. 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 earn referral fees on sales occurring 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) from your site and disable any links from your site to ours.

· You must also remove our Banner(s) from any and all newsletters, e-mail or other media if you used the Banner in any such impermissible manner.
· All rights and licenses, if any, given to you in this Agreement shall immediately terminate.
· You will be entitled only to those unpaid referral fees, if any, earned by you on or prior to the date of termination. You will not be entitled to referral fees occurring after the date of termination.
· If you have failed to fulfill your obligations and responsibilities, we will not pay you the referral fees otherwise owing to you on termination.
· We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
· If we continue to permit activity (generation of revenue) from customers 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 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 available referral fees, fee schedules, payment procedures 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) Referral Fees and Restrictions:
We will pay you (in accordance with our policy outlined on our website, “How do I get paid? And how much?”) referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must click-through a special link from your site to our site, and add the Product to his or her shopping cart during a session. We will only pay referral fees on such Products after order, payment and shipping have occurred.

You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement.

In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using the link on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use the link on your site to access our site); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (d) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) 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 (f) 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) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

5) Approved Layouts:

Without our prior written approval, you will only use our approved graphic image and text banners and links and will not alter their appearance. 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 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. 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:

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 Banners 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. You shall not assert the invalidity, unenforceability, or contest the ownership of the marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or our licensor rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. We reserve all of our rights in the Banners, 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. 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.

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 (including, for example, referral fees earned by you under 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 CTI’s website or the Program, through sales, registration or otherwise shall belong to CTI.

8) Spam:

We do not condone spam. Any form of spam will result in your account being placed under review and all funds due being withheld pending an investigation into your account. Either CTI or CTI’s customers are liable to incur expenses in dealing with spam generated mail and these same expenses will be deducted from your account should any customer seek recourse. In this instance, the amount determined will be fair and deemed final and acceptable based on good faith and such amount will be collectable by law and deemed to have been accepted by yourself as fair and reasonable and as agreed to by registration as a Program participant. Should these expenses not be covered by funds in your account, we reserve the right to investigate other alternative means for obtaining payment, for example, other commissions or purchasing accounts until such a time as the account for damages has been cleared. Should your account not be active and be generating profit through referral fee payments we reserve the right to demand payment from you. 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, 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 referral fees paid or payable to you. 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, Products or any associated equipment, cost of capital, 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 referral fees paid or payable to you under this Agreement. 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 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 “Affiliate 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 site.

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 WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. 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 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 affiliate program in the following limited manner: “Participant in the Rich Dad Affiliate Program”.

13) Responsibility for Your Site:

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

o the technical operation of your site and all related equipment

o failure to follow the proper setup procedures, testing of the Banner and/or linking the Banner to the Rich Dad or CTI website and similar procedures

o the accuracy and appropriateness of materials posted on your site

o ensuring that materials posted on your site 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.

o ensuring that materials posted on your site are not libelous or otherwise illegal

o 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 site. Further, you shall be responsible for and you shall assume all risks by conducting your own due diligence in regard to this affiliate 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 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.