This Agreement contains the complete terms and conditions that apply to an individual’s or entity’s participation in the RentPrep affiliate marketing program. As used in this Agreement, “RentPrep” means RentPrep Screening Services LLC and “Affiliate” or “you” means the party participating in RentPrep’s affiliate marketing program. “RentPrep” also means the RentPrep site that has its primary homepage identified by the URL rentprep.com. “Your site” means any site that Affiliate will link to the RentPrep site, which you will identify when completing the RentPrep Affiliate Program application.
Affiliate and RentPrep each desire to establish the general terms and conditions that shall govern advertising and/or fee arrangements between Affiliate and RentPrep, which result from participation in RentPrep’s Affiliate program.
By participating in the RentPrep affiliate marketing program, you agree to be bound by this Agreement. If you don’t agree to be bound by this Agreement, you may not participate in the RentPrep affiliate marketing program.
If you are participating in the RentPrep affiliate marketing program on behalf of a company or other legal entity (such as a trust or limited liability company of which you are a member), you represent and warrant that you have the authority to bind that entity to this Agreement. In that case, “you” and “your” will refer to that legal entity.
1. RentPrep’s Responsibilities
1.1. RentPrep agrees to track each visitor to the RentPrep site who first enters such site directly from Affiliate’s approved link and becomes a registered customer of RentPrep’s services (each an “End User”).
1.2. RentPrep will undertake commercially reasonable efforts to make the RentPrep site available at all times. RentPrep reserves the right, in its sole discretion, to interrupt access to any or all of the content pages of the RentPrep site for maintenance and other purposes.
1.3. RentPrep may periodically audit the Affiliate’s site to determine whether it is in compliance with RentPrep’s then-current affiliate guidelines and requirements, including, without limitation, review of Affiliate’s approved link and quality controls.
2. Affiliate’s Responsibilities
2.1. Affiliate will hyperlink its approved link to the specific RentPrep site landing page(s) designated by RentPrep.
2.2. Affiliate will comply with RentPrep’s affiliate marketing policies as procedures, as the same may be modified from time to time in RentPrep’s sole and absolute discretion.
2.3. Affiliate shall comply with all applicable laws and regulations, including, without limitation, Federal Trade Commission (“FTC”) advertising requirements and FTC Endorsement Guidelines requiring prominent disclosures regarding compensation received from RentPrep. Without limiting the foregoing, each Affiliate-approved link shall at a minimum include the following text: This post contains affiliate links with RentPrep, which means that we may receive compensation if you make a purchase using these links.
2.4. In performing its affiliate marketing services, Affiliate agrees not to make any representations, warranties, or other statements concerning RentPrep, the RentPrep site, any of RentPrep’s products or services, or RentPrep’s terms and conditions and site policies except as expressly authorized and approved by RentPrep in writing.
3.1. RentPrep agrees to pay Affiliate the undisputed affiliate marketing fees as specified in Exhibit A,
attached hereto and incorporated by reference.
3.2. Affiliate marketing program fees will be calculated on a monthly basis and shall be paid by RentPrep to the Affiliate by the thirtieth (30th) day of the following month. If the amount of any affiliate marketing fees accrued for a particular month is less than $50, then the affiliate marketing fees for such month will be carried forward to the next month(s) until such affiliate marketing fees are greater than $50.
3.3. RentPrep will not pay any affiliate marketing fees during any period in which the Affiliate fails to comply with the terms of this Agreement.
3.4. RentPrep shall have the sole right and responsibility for processing all orders of RentPrep products and services made by End Users. Affiliate acknowledges that all agreements relating to sales to End Users shall be solely between RentPrep and the End User.
4. Ownership and Licenses
4.1. Each party owns and shall retain all right, title, and interest in its names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology currently used, or which may be developed and/or used by it in the future.
4.2. During the term of this Agreement, RentPrep grants Affiliate a limited, nonexclusive, nontransferrable, nonsublicensable, limited license to use, reproduce, display, and transmit RentPrep’s specified logos, trade names, trademarks, and service marks (the “RentPrep Marks”) on webpage(s) containing the Affiliate approved link for the sole purpose of performing affiliate marketing services pursuant to this Agreement.
4.3. Affiliate grants RentPrep a nonexclusive, worldwide, royalty-free license to use, reproduce, and transmit Affiliate’s name, logo, marks, and/or any graphic or banner ad submitted by Affiliate in connection with this Agreement.
4.4. Neither Party shall have the right to reproduce, display, or otherwise use any content, logo, trade name, trademark, or service mark of the other Party except as expressly set forth herein, without the prior written consent of the other Party in each instance.
4.5. At the expiration or earlier termination of this Agreement: (i) neither Party will retain any rights to nor license of any of the other Party’s marks; and (ii) each Party agrees to purge from its site all content, logos, trade names, trademarks, or service marks of the other Party, including, without limitation, the Affiliate approved link.
5. Term and Termination
5.1. This Agreement shall remain in full force and effect following your initial acceptance.
5.2. Either Party may terminate the performance of this Agreement without cause upon thirty (30) days’ written notice to the other Party.
5.3. If RentPrep believes that Affiliate has or is violating any of the terms of this Agreement, then RentPrep may, in its sole and absolute discretion, immediately suspend any Affiliate approved link and/or terminate this Agreement.
6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party’s site will not (i) infringe on any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or right of publicity or privacy; (ii)violate any applicable law, statute, ordinance, or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic, or obscene; (v)violate any laws regarding unfair competition, antidiscrimination, or false advertising;
(vi) promote violence or contain hate speech; or (vii) contain viruses, Trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines.
6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF RENTPREP’S ABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.1. Each Party shall indemnify, defend, and hold (as the “Indemnifying Party”) the other Party and its officers, directors, employees, and agents (the “Indemnified Party”) harmless from and against any and all claims, demands, actions, and any liabilities, damages, or expenses resulting therefrom, including court costs and reasonable attorneys’ fees (together, “Claims”) arising out of or relating to: (a)the Indemnifying Party’s negligence or intentional acts or omissions in connection with this Agreement; (b)the Indemnifying Party’s breach of any of its obligations under this Agreement; and (c) infringement and/or misappropriation of intellectual property rights in connection with access and/or use of the other Party’s names, logos, trade names, copyrights, trademarks, and service marks in accordance with this Agreement.
8. Limitation of Liability
8.1. Neither Party shall be liable to the other for any indirect, incidental, delayed, special, punitive, or consequential damages, including damages for lost opportunities, lost profits from this Agreement or any other transaction, or lost savings, whether arising in contract, tort, or otherwise, even if such damages were foreseeable or result from a breach of this Agreement. In addition, RentPrep shall not be liable to Affiliate for an amount that exceeds the total compensation paid to RentPrep during the three (3) months prior to the event giving rise to such liability.
9.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
9.2. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
10. Identifying Yourself As an Affiliate.
Affiliate may not in any manner misrepresent or embellish the relationship between the Parties, or express or imply any relationship or affiliation between RentPrep and Affiliate or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).
Exhibit A – Compensation Agreement
During the Term of the Agreement, RentPrep will pay Affiliate an affiliate marketing program fee of twenty-five percent (25%) of End User transactions conducted through the RentPrep site, less any refunds, chargebacks, fraud, or other disputed transactions, each to the extent determined in RentPrep’s sole and exclusive discretion. End Users can order an unlimited amount of reports in the same transaction, and the affiliate marketing fee will apply to all such additional reports.