Term
This Agreement will go into effect upon our acceptance of your Affinity Outreach Ministry application, and will continue until terminated under the terms herein:
Affiliate Agreement
YOU AGREE TO THE TERMS OF THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST AGE 18 (OR THE AGE OF MAJORITY IN YOUR STATE OR COUNTRY OF RESIDENCE) AND ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS. IF YOU ARE SIGNING THIS AGREEMENT ON BEHALF OF A NON-PROFIT ORGANIZATION, BUSINESS, OR OTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND THE SAID NON-PROFIT, BUSINESS, OR LEGAL ENTITY.
Overview
The RBG Loyalty Rewards Ministry (“RBG-LRM”) is a sub-ministry of the RBG Community Network Ministry (“Network”). This Affinity Outreach Agreement (“Agreement”) governs the relationship between the RBG-LRM, and you (“Applicant”). This Agreement is the complete Terms & Conditions that applies to Applicants independent ministry becoming an Affinity Outreach Affiliate (“AOA”) of the Network. There are two types of Affinity Outreach Affiliates:
- Community Revival Minister (CRM); 1st Tier
- Community Revival Usher (CRU); 2nd Tier
These Terms & Conditions applies to Applicants participation in the Network as a CRM or CRU. Please note that throughout this Agreement, “we,” “us,” and “our” refer to the Network and its sub-ministries (i.e. RBG Loyalty Rewards Ministry),“you”, “your”, and “yours” refers to Applicant.
Status
The Network and Applicant (“Parties”) are all independent ministry’s. This Agreement shall not be construed to create any partnership, joint venture, agency, franchise, employment, or sales representative relationship between the Parties. Applicant shall have no authority to bind the Network (or any of its sub-ministries) into any agreement, nor shall the Applicant act as an agent of the Network.
Registration (Rights & Obligations)
To begin the registration process, you must complete and submit the online application. We will evaluate your application at our earliest convenience (usually, all applications are reviewed within one business day of submission). We may reject your application for any reason at our sole discretion. We may also cancel your application if we determine that your site is unsuitable for this ministry; including but not limited to, if it:
- Propagates sexually explicit materials
- Propagates violence
- Propagates discrimination based on race, sex, religion, nationality, disability, sexual
orientation, or age
- Promotes illegal activities
- Infringes or assist others to infringe on any copyright, trademark or other intellectual property
rights or to violate the law
- Includes variations or misspellings of GUTK/ GUTK or any GUTK sub-ministry (inclusive of
RBG Community Network Ministry and RBG Loyalty Rewards Ministry); thereof in its domain
Name
- Is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, racially,
ethnically or otherwise objectionable to us in our sole discretion.
- Contains software downloads that potentially enable diversions of donations and
contributions from other Partners partaking in this ministry.
We reserve the right to terminate this Agreement and your participation as an AOA, without notice; should you commit fraud; or abuse this ministry in any way. If such fraud or abuse is detected, GUTK/ GUTK; nor any of it’s sub-ministries shall be liable to you or any other party for said fraudulent activity.
Offerings & Donation Sharing
Contributions to your ministry will be made monthly through a third-party (PayPal) via check. Our affinity outreach ministry’s donation-sharing payout is as follows:
Valid Contribution Transactions
The RBG Loyalty Rewards Ministry reserves the right to monitor fund raising activities in relation to Applicant’s participation in this affinity outreach ministry, including but not limited to web sites or other media properties displaying Network trademarks.
We may also monitor for false contributions and marketing practices that violate the terms of this Agreement; or any other law/ regulation. RBG-LRM reserves the right to evaluate all data received by AOA’s to determine, in our sole discretion, that the data constitutes a Valid Contribution Transaction (“VCT”). A VCT is a transaction by an individual human being that: (a) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial, or fraudulent method designed to appear like an individual, live person; (b) makes a monetary donation via PayPal
RBG-LRM shall have no obligation to pay for any data it determines, in its sole discretion, constitutes an “Invalid Contribution Transaction” (ICT). If, after making contributions to your ministry, and the Network or RBG-LRM determines that the referral does not constitute a VCT; RBG-LRM reserves the right to (a) Return contributions for the ICT; (b) Reduce or withhold any future contributions to your ministry; up to the amount paid for any previous ICT’s.
If RBG-LRM suspects fraud or unlawful conduct you acknowledge that it is your responsibility to prove to the satisfaction of RBG-LRM that no fraudulent or unlawful activity has occurred. If RBG-LRM detects fraud or unlawful conduct, your account will be made inactive pending further investigation and all donation-sharing contributions will be held until RBG-LRM determines that no fraudulent activity has occurred. If you fraudulently or unlawfully create ICT’s as determined by RBG-LRM in our sole discretion, you will forfeit payouts for all of your VCT’s; and this Agreement will be terminated.
You acknowledge that if you receive notice from or on behalf of RBG-LRM that fraudulent or unlawful activity occurs on your web sites, emails (or any other marketing activity); and you take no action; or inadequate actions; to stop such fraudulent or unlawful activity, then you shall be solely responsible for all associated costs and legal fees resulting from the fraudulent activity.
RBG-LRM reserves the right to report all known and/or suspected fraudulent or unlawful conduct by any AOA to the proper authorities. Applicant agrees not to hold RBG-LRM liable for any consequences of such reports. Applicant acknowledges that it shall be in RBG-LRM's sole discretion to determine whether fraudulent conduct has occurred or is suspected and to whom the conduct may be reported. RBG-LRM may audit all contribution transactions submitted by you, at your expense, if RBG-LRM suspects that you are submitting fraudulent or unlawful contribution transactions.
Fundraising (Donation Sharing)
We recognize the divine work that AOA’s are committed to doing in the community; and thus the RBG-LRM has made the promise to share with its AOA’s; up to 40% of cumulated offerings & donations (“Contributions”) on a net thirty (30) basis, for VCT’s raised by AOA during the prior calendar month.
Contributions shall only be made to AOA provided that AOA’s ministry has reached the sharing threshold; a minimum of two hundred dollars ($200.00) in accrued shared Contributions. AOA accounts that have accrued a balance below the sharing threshold shall continue to roll over; month to month; until an amount equal to or greater than the sharing threshold has been met.
Notwithstanding the foregoing, if AOA has accrued less than the sharing threshold and has not accrued any new donations/ contributions for a period of ninety (90) days, then RBG-LRM’s donation sharing promise on previously accrued Contributions will be null and void.
Cash Transactions
Applicant has no authority to make or accept any cash offerings or donations on behalf of the Network. Please note that AOA’s are prohibited from engaging in cash transactions on behalf of the Network, it’s parent-ministries, and sub-ministries. Applicant agrees to refrain from making any statement; whether online or offline, that world reasonably contradict anything in this Section regarding cash transactions.
Wire Transfers
Applicant acknowledges that for certain types of donations, including but not limited to international wire transfers and international PayPal donations, additional fees may apply to cover the additional costs associated with these forms of donations. For international wire transfers this fee is generally $50 USD and for international PayPal donations this fee is generally a 3% fee capped at $30 USD; however these costs may vary.
Taxes
All shared Contributions shall be in U.S. Dollars. AOA shall pay all applicable taxes (if any) due to all taxing authorities arising from, or in connection with, AOA’s participation in the Network and it’s sub-minstries.
Profile Landing Page (Community Revival Minister)
As a Community Revival Minister you may receive a landing page on gutkministries.org. The purpose of this Agreement is to allow HTML linking between Applicants web site(s) and gutkministries.org. On your landing page visitors will be able to review your ministry’s details, currently active offers, and available resources. In order for us to accurately keep track of all Visitors from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
Online Presence
You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website(s) nor design your website in a manner which leads customers to believe you are GUTK/ GUTK; or any of its sub-ministries. We reserve the right to, at any time, review your placement(s), and approve your active links. We may also require that you modify placement(s) in order to maintain compliance with the guidelines provided herein.
The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is of quality, up-to-date, and to notify you of any changes that we feel should enhance your performance. Nevertheless, it is your sole responsibility to operate in accordance to all applicable laws that pertain to your online/ offline ministry.
Website Visitor Privacy
Applicant shall conspicuously post a privacy policy to his/ her website(s) (“AOA Privacy Policy”). The Affiliate Privacy Policy shall fully, accurately and concisely describe, without limitation: (i) what information is being collected; (ii) the purpose of collection; (iii) how information is used and shared; (iv) that other parties (i.e., ad networks, analytics providers, etc.) may collect personally identifiable information about an individual Visitors's online activities over time and across different websites when the Visitor uses Affiliate Websites or services.
Affiliate’s privacy and data security practices must ensure that email, telephone, and other marketing practices, and applicable opt-in and opt-out policies and procedures, comply with all laws. Applicant represents and warrants that Privacy Policy posted to Affiliate Websites will comply with all laws, rules, and regulations. Applicant represents and warrants that it will obtain opt-in consent from any Visitor whose information is transferred to the RBG-LRM; to be contacted by and ministered to by the Network, its parent-ministries, sub-ministries, and third-parties.
Sub-Affiliates (Community Revival Usher)
For this Agreement, any partner, associate, contractor, representative, or agent of a Community Revival Minister (“CRM”) that participates in or performs any activities for the CRM as a part of the Network shall be deemed to be a “Sub-Affiliate.”
RBG-LRM reserves the right to require pre-approval of all Sub-Affiliates. RBG-LRM reserves the right to withhold or refuse approval of any Sub-Affiliate for any reason or no reason, and RBG-LRM may revoke its approval of any Sub-Affiliate, with or without notice or reason. A CRM shall be responsible for the acts and/or omissions of its Sub-Affiliates. CRM shall require its Sub-Affiliate to comply with all applicable laws, rules and regulations. CRM shall obligate Sub-Affiliates to comply with the same obligations as required of the CRM under this Agreement. CRM agrees to monitor its Sub-Affiliates’ use of the Network to ensure that Sub-Affiliate is complying with the obligations as required of the CRM under this Agreement. CRM agrees to indemnify, defend and hold harmless the Network; and it’s sub-ministry’s, directors, officers, shareholders, employees, agents and affiliates from and against any and all third party actions, claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees and costs arising out of or related to the acts, errors or omissions of the CRM, its Sub-Affiliates, or any of the Affiliate’s or Sub-Affiliates’ officers, directors, employees, agents or affiliates, or any third party acting on behalf of any of the foregoing, in connection with the performance of its obligations under this Agreement.
Please Note: RBG-LRM may require sub-Affiliate’s to provide a W-9, or similar tax identification information, as a condition precedent to receiving monetary rewards.
Outreach Ministry Data Ownership
RBG-LRM shall have sole ownership of and full right to use any and all Outreach Ministry Data (“OMD”) generated by AOA’s in connection with this Agreement. Neither CRM nor any of its Sub-Affiliates shall have any rights in and to any such information or data. Without limiting the generality of the foregoing, AOA’s shall not: (i) transfer, export, display, forward, or otherwise share any such information or data contained therein to or with any third party; or, (ii) use any such OMD contained therein on AOA’s own behalf in any manner not expressly authorized by RBG-LRM.
AOA acknowledges that transfer, export, display, forward, or otherwise share any such OMD contained therein to or with any third party, or the use of any such OMD contained therein on AOA's own behalf in any manner not expressly authorized by RBG-LRM may cause RBG-LRM to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by RBG-LRM of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof.
Accordingly, in lieu of actual damages for such delay, AOA agrees that liquidated damages may be assessed and recovered by RBG-LRM; against AOA, and without RBG-LRM being required to present any evidence of the amount or character of actual damages sustained by reason thereof. Therefore if AOA violates this Section: “Outreach Ministry Data Ownership”; of this Agreement, as determined solely by RBG-LRM, AOA shall be liable to RBG-LRM for payment of liquidated damages in the amount of $1,000.00 for each data ownership violation, and RBG-LRM may terminate this Agreement immediately without notice at its sole discretion.
Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty. RBG-LRM may apply AOA's cumulated shared-contributions for all VCT’s owed and pending under this Agreement to pay for all liquidated damages provided for herein. If this amounts to less than the total of all liquidated damages, AOA agrees to pay RBG-LRM the difference within ten (10) business days. At RBG-LRM 's sole discretion,AOA may continue operating under this Agreement and under revised terms set solely by RBG-LRM. AOA has thirty (30) days to bring OMD violations into good standing, at which point RBG-LRM may terminate this Agreement immediately at it sole discretion without notice.
Data Security
AOA agrees to: (i) protect the security and confidentiality of consumer (“Supporter”) information with administrative, technical, and physical safeguards; (ii) secure the collection and transmission of Supporter information with an encrypted SSL connection; (iii) employ reasonable measures to detect unauthorized access to Supporter information; (iv) take steps to ensure third-party providers used by Affiliate safeguard Supporter information in a manner at least as stringent as the requirements set forth herein; (v) notify RBG-LRM immediately upon discovering any actual or suspected misuse of or unauthorized access to Supporter information; and (vi) provide reasonable assistance to RBG-LRM in the investigation and prosecution of any misuse of or unauthorized access to Supporter information.
SMS Ministry & Autodialers
Applicant shall not modify, circumvent, disable, overburden, impair, or otherwise interfere with any technology or methodology provided by RBG-LRM with relation to the services performed under this Agreement. RBG-LRM does not permit or authorize any CRM, Sub-Affiliate, or other third party to send text messages as part of AOA performance under this Agreement. RBG-LRM will not make shared Contributions to any AOA that sends text messages to generate VCT’s. RBG-LRM reserves the right to monitor all CRM and Sub-Affiliate activities to ensure compliance with our SMS Ministry policies, as described herein and otherwise communicated to CRM(s) and Sub-Affiliate(s).
RBG-LRM reserves the right to terminate immediately and without notice any agreement, arrangement, or relationship with any party that violates our SMS Ministry policies. All CRM’s and Sub-Affiliates are responsible for complying with all federal, state, and local locals, rules, and regulations governing all of their ministry activities, including but not limited to the Telephone Consumer Protection Act (“TCPA”) and Federal Communications Commission rules implementing the TCPA. Affiliate hereby understands and agrees that the TCPA makes it unlawful to use any automatic telephone dialing system to make any call or send any text message to any telephone number assigned to a cellular telephone service, unless the call is made for emergency purposes or with the prior express consent of the called party. See 47 USC § 227(b)(1)(a); 47 C.F.R. § 1200(a). CRM is solely responsible for ensuring that each Sub-Affiliate complies with this Section.
CRM agrees to indemnify, defend, and hold RBG-LRM harmless against all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to your breach of this Section (“SMS Ministry & Autodialers”) or arising out of or related to any breach of this Section by any Sub-Affiliate working with or under CRM.
E-mail Ministry Compliance
When performing e-mail ministry of any kind relating in any way to your participation in the Network, Applicant represents and warrants that as an AOA, he/ she shall transmit ministerial e-mail only to those recipients that have given AOA affirmative consent to receive e-mails from AOA and have not revoked such consent as of the date the ministerial e-mail was transmitted to such recipient.
Affiliate must (i) not falsify e-mail header and transmission information (including, without limitation, source, destination and routing information); (ii) not use any "subject" or "from" line materially false or misleading; (iii) not seek or obtain unauthorized access to computers to send an e-mail; (iv) include within all ministerial e-mail’s sent: (a) a valid street address for both AOA and/or any other relevant party, excluding RBG-LRM; (b) a clear and conspicuous opt-out notice and functional opt-out mechanism that must remain active for at least thirty (30) days from the date the subject e-mail was transmitted; (c) clear and conspicuous language in the body of the email identifying the message as an advertisement or solicitation by either header or footer (d) process unsubscribe requests within three (3) days of receipt of same; (v) comply with all legal obligations and best practices regarding e-mail mailing lists.
CAN-SPAM Act Compliance Policy
You must comply with the Federal CAN-SPAM Act as well was Federal Trade Commission regulations implementing the CAN-SPAM Act and any Federal, state or local laws or regulations governing electronic mail. If you receive a complaint regarding an email you sent under this Agreement from a Supporter, consumer, regulatory authority, or any other source, you must notify RBG-LRM within 24 hours after receipt and include a copy and the following information: (i) The web site or other means by which the recipient of email in question agreed to receive such email messages; (ii) The date the recipient provided such consent (and the time if available); and the I.P. address from which the recipient signed up and provided said consent.
RBG-LRM may terminate this Agreement at its sole discretion without notice, if Applicant violates RBG-LRM’s CAN-SPAM Act compliance policy as defined herein; any pending Shared-Contribution’s will be forfeited. All decisions by RBG-LRM are final. You acknowledge that it is RBG-LRM's policy to comply with investigations under the CAN-SPAM Act and other applicable laws, rules and regulations.
E-mail ministry campaigns on behalf of the RBG-LRM for this Agreement may only be undertaken with RBG-LRM’s prior expressed written consent. AOA represents and warrants that all ministerial and/ or commercial e-mails sent by or on behalf of AOA for this Agreement will: (i) comply with all applicable local, state, and federal laws, rules, regulations and ordinances primarily pertaining to e-mail marketing, and short messaging service, telephone and any other similar telecommunication marketing campaigns with this Agreement. AOA is solely responsible for all Supporter complaints relating to e-mail campaigns conducted by or on behalf of AOA. AOA shall respond to all complaints within forty-eight (48) hours of notification and notify RBG-LRM of all complaints. Besides all other available remedies, RBG-LRM retains the right to withhold and/or cancel making Shared-Contribution’s unless all such complaints are resolved to RBG-LRM’s satisfaction. AOA acknowledges that any failure to comply with this section may result in the immediate termination of this Agreement and the forfeiture of all rights to any Shared-Contributions otherwise owed to Affiliate by RBG-LRM.
Promo Guidelines
You have the right to promote your own web sites as you see fit, yet any promotion that mentions the Network, it’s parent-ministries (or any of it’s sub-ministries) is prohibited without prior written consent.
You acknowledge that you are aware that certain forms of online ministry propagation is prohibited such as spamming, use of unsolicited commercial email (UCE), and postings to unrelated social media groups. Spamming violations are an immediate cause for termination of this Agreement. Any Shared-Contributions owed to your ministry will not be released if your ministry is terminated due to such unacceptable advertising or solicitation practices.
You may not advertise using any deceptive means which may conceal or misrepresent your ministry, your domain name, or your return email address. At all times, you must clearly represent yourself and your web sites as independent ministry apart from the Network, its parent-ministries, sub-ministries, members, partners, and affiliates.
You will be considered to be in violation of these terms and conditions for the use of keyword misspellings, or trademark alterations; either via online advertising (i.e. banners) or in the form of offline advertising (i.e. direct mail). Any AOA that violates our ministry trademarks may be prohibited from ongoing participation in this community outreach program. We reserve the right to block membership of any trademark violator from this ministry without prior notice.
As our ministry affiliate; you agree not to transmit any parasitic pop-ups and/or pop-unders to our online visitors including but not limited to toolbar installations and/or add-ons, parasiteware, shopping wallets, interstitials, parasitic marketing, or shopping assistance apps.
“Parasitic Pop-Ups” and “Parasitic Pop-Unders” shall mean an application that (a) through accidental or direct intent causes the overwriting of Minister and/ or Usher donation tracking cookies through deceptive means; (b) intercepts searches and redirects traffic through pop-up causing software.
(c) places donation tracking cookies via iframes, hidden links and automatic pop-ups that's linked to our website; (d) removes, replaces or blocks the visibility of ministry banners with any other banners.
Testimonials
As our ministry affiliate you must maintain compliance with regulations set by the Federal Trade Commission’s (FTC) regarding testimonials and endorsements. All endorsements, reviews, testimonials pertaining to our ministry services and resources, including your relationships between other content providers (forums, blogs,and other social media channels) must be clearly disclosed on your website. We also reserve the right to terminate this Agreement with any non-compliant AOA.
Grant of Licenses
We grant to you a non-exclusive, non-transferable, non-sublicensable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar proprietary materials (“Licensed Materials”) that we provide to you or authorize for such purpose.
Any advertising containing Licensed Materials shall require our prior written approval; and shall not be used in a manner that is disparaging, misleading, obscene or that otherwise portrays either party negatively. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective Licensed Materials; and no right, title, or interest is transferred to the other. Please submit your request for approval here.
Non-Disclosure & Non-Circumvent
AOA recognizes that RBG-LRM has proprietary relationships with other ministry Affiliates, Sub-Affiliates, and third-parties that participate in the Network. AOA agrees not to circumvent RBG-LRM’s relationship with such affiliates, and third-parties, or otherwise offer, provide, contract for, or perform, directly or indirectly providing ministerial community outreach services similar to the services performed by other AOA’s in the Network for any Affiliate, or third-party known, or should reasonably be known, by AOA to participate in the Network, during the term of this Agreement and for the one (1) year period following termination or expiration of this Agreement.
Notwithstanding the foregoing, if AOA can show that any such Affiliate, or third-party already obtained such services from AOA prior to this Agreement, AOA shall not be prohibited from continuing such relationship. AOA agrees that monetary damages for its breach, or threatened breach, of this section will not be adequate and that RBG-LRM shall be entitled to: (i) injunctive relief, including temporary and preliminary relief, without the requirement to post a bond; (ii) liquidated damages from AOA in the amount equal to one hundred percent (100%) of the fees paid to Affiliate for the prior twelve (12) month period; and/or (iii) all other remedies available to RBG-LRM at law or in equity.
Confidentiality
As used, “Confidential Information” shall mean: Either party's proprietary information; Information marked or designated by either party as confidential; Information (i.e. including, but not limited to, any business, technical, financial, and Supporter information) otherwise disclosed by either party in a manner consistent with its confidential nature; the terms and conditions of this Agreement; and either party's information conveyed to the other party, whether or not in written form and whether or not designated as confidential, that is known, or should reasonably be known, by the other party to be treated as confidential. The parties acknowledge that, because of the provision of services under this Agreement, one party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”). Therefore, the Receiving Party agrees that it will make no disclosure of the Disclosing Party's Confidential Information without obtaining the Disclosing Party's prior written consent. The Receiving Party will restrict disclosure of Confidential Information to its employee(s), authorized agent(s) and/or independent contractors to whom disclosure is reasonably required, and such employee(s), authorized agent(s) and/or independent contractor(s) shall be explicitly bound by these confidentiality obligations and will use reasonable care, but not less care than they use regarding their own information of like character, to prevent disclosure of any Confidential Information. This Section shall survive any termination of this Agreement for three (3) years thereafter. The Receiving Party agrees that monetary damages for breach of confidentiality under this Section may not be adequate and that the Disclosing Party shall be further entitled to injunctive relief. Notwithstanding anything contained to the contrary, confidentiality provisions shall not apply where the Receiving Party can demonstrate with clear evidence that the information: (a) was previously known to the Receiving Party at the time of disclosure, free of any obligation to keep it confidential; (b) became publicly known through no wrongful act of the Receiving Party; (c) was rightfully received by the Receiving Party from a third party not bound under any confidentiality provisions; or (d) was disclosed under judicial order, requirement of a governmental agency or by operation of law. Notwithstanding the foregoing, RBG-LRM shall be permitted to disclose information to government regulators during ordinary regulatory inspections, investigations and/or enforcement actions without providing notice to AOA.
Disclaimer/ Limitation Of Liability
Except as expressly stated herein, the Network nor any of it’s parent or sub-ministries makes any representations or warranties; whether written or oral, expressed or implied, to any person or entity, regarding any aspect of this agreement. You represent and warrant that you have full power and authority to enter into and be bound by the terms and conditions of this Agreement.
THE NETWORK, COMPANY WEBSITE, ANY PRODUCTS AND SERVICES OFFERED THROUGH RBG-LRM OR THE NETWORK, THE OFFERS, THE COMPANY DOMAIN NAME, OUR TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, MATERIALS, DATA, OR IMAGES PROVIDED OR USED BY OR ON BEHALF OF US OR OUR LICENSORS IN CONNECTION WITH THIS MINISTRY (COLLECTIVELY THE “NETWORK OFFERINGS”) ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE NETWORK OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE NETWORK OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. RBG-LRM WILL NOT BE HELD RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. WE MAY DISCONTINUE THIS MINISTRY OR PROGRAM OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF THE MINISTRY OR OTHER OFFERINGS, AT ANY TIME AND FROM TIME TO TIME. WE DO NOT WARRANT IN ANY WAY THAT THE MINISTRY OR OTHER OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. RBG-LRM SHALL NOT BE LIABLE FOR ANY ACTS OF ADVERTISERS, CONTENT PROVIDERS, AFFILIATES AND/OR ANY OTHER THIRD PARTIES WHOSE CONTENT OR OFFERS APPEAR ON RBG-LRM’S WEB SITES AND/OR IS MADE AVAILABLE TO YOU THROUGH OUR SERVICES, NOR THE CONTENTS OF ANY OTHER ADVERTISEMENTS, WEB SITES OR WEB PAGES. IN NO EVENT SHALL RBG-LRM BE RESPONSIBLE FOR ANY LOST PROFITS OR LOST REVENUE, OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, RBG-LRM SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM CONDITIONS BEYOND RBG-LRM’S CONTROL AND IN ANY EVENT, RBG-LRM’S LIABILITY TO AFFILIATE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS CONTRIBUTED BY RBG-LRM TO AFFILIATE UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO ANY SUCH CLAIM OF LIABILITY.
Under no circumstances shall RBG-LRM be liable to you in connection with this agreement for special, consequential, incidental, punitive, direct/ indirect or exemplary damages; including yet not limited to loss of data, revenue, donations or business. RBG-LRM and its sub-ministries' aggregate liability under this Agreement or in connection with any claim arising out of or relating to the Licensed Material will not exceed the total Contribution promised to your ministry under this Agreement.
Indemnification
Affiliate (the “Indemnitor”) shall indemnify, defend, and hold harmless RBG-LRM, its parents, affiliates and/or subsidiaries, and each of their respective officers, directors, partners, members, managers, employees, agents and attorneys (collectively, the “Indemnitee”) against all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs, or settlement costs) arising from or related to: (i) Indemnitor’s participation in the Network; (ii) any breach or alleged breach of this Agreement or any representation or warranty contained by Indemnitor, its Sub-Affiliates, or each of their respective officers, directors, partners, members, managers, employees, agents and attorneys; or (iii) any violation or alleged violation of any law, rule, or regulation by Indemnitor, its Sub-Affiliates, or each of their respective officers, directors, partners, members, managers, employees, agents and attorneys. Indemnitee shall promptly notify the Indemnitor in writing of any such claim (although failure to provide such notice shall not relieve the Indemnitor of its liability or obligation). Indemnitor shall have reasonable control of the defense and settlement of any such claim and the Indemnitee shall cooperate with all reasonable requests of the Indemnitor (at the Indemnitor’s expense) in defending or settling a claim. All costs and expenses incurred by the Indemnitor in providing the foregoing indemnity shall be paid by the Indemnitor; (iv) any claim that Indemnitor’s website, postings, mailings, promotions, advertisements or any other works created by Indemnitor under this Agreement is indecent, obscene, slanderous, libelous, defamatory, pornographic or infringes upon any trademark, trade name, service mark, copyright, license, intellectual property, or any other right of any third party; (v) any claim related to Indemnitor site, including, without limitation to content therein not attributable to Indemnitee.
Modification
At our sole discretion we may modify the terms and conditions herein at any time with and/ or without notice. To continue to partake in our affinity outreach ministry following a modification or an addendum to the terms herein; verifies your agreement to such modifications. It is your responsibility to remain aware of all updates and modifications herein.
Termination
This Agreement may be terminated by either party at anytime, with or without cause, and without written notice. To receive Shared-Contributions; AOA must terminate this Agreement, no more than three (3) days’ prior to the date written notice is given to RBG-LRM. Upon receipt of written termination of this Agreement, RBG-LRM promises to give AOA all cumulated Shared-Contributions, even amounts below the Offering Threshold, during the next one hundred and eighty (180) day period, subject to RBG-LRM’s right to withhold and/or cancel promised Shared-Contributions to AOA as set forth in this Agreement.
RBG-LRM may suspend this Agreement and/or terminate AOA’s participation in the Network, with or without reasonable notice, in RBG-LRM’s sole discretion. Grounds for suspension and/or termination shall include, without limitation, failing to adhere to state and federal fair trade practice laws, rules, regulations and ordinances, such as false advertising, trademark infringement, unlawfully modifying ad copy, misrepresentation of affiliation with person/entity, and/or representing an affiliation with a government entity and/or credit union. Upon suspension and/or termination of this Agreement for any reason:(i) Affiliate shall immediately cease to use and remove from the Affiliate Websites all Creative Material and/or other materials provided to AOA for affiliate’s participation in the Network; (ii) AOA shall immediately cease and desist from transmitting or causing to transmit all e-mails with any campaign; (iii) all licenses and rights granted to AOA for this Agreement shall immediately cease and terminate; and (iv) all Confidential Information, Creative Material, or proprietary information of RBG-LRM in AOA’s possession or control must be immediately returned or destroyed. If requested, AOA or an authorized officer of AOA shall certify in signed writing that all such confidential and/or proprietary information has been returned or destroyed.
RBG-LRM may consider an AOA inactive and terminate Agreement if AOA does not have a minimum of one (1) Contribution within one hundred and eighty (180) days of a VCT being earned, then the RBG-LRM will have no promissory obligation to that AOA.
In addition, this Agreement will self-terminate immediately upon any breach of this Agreement by AOA. Upon termination of this Agreement all licenses granted herein shall also terminate and your continued use of the Licensed Materials will be deemed a violation of this Agreement. RBG-LRM is hereby not to be obligated to give a Shared-Contribution to AOA’s for donations/ offerings wherein RBG-LRM’s sole discretion, RBG-LRM discovers that AOA: (i) is in breach of this Agreement; or, (ii) has violated any law, rule, or regulation.
Force Majeure
You agree that RBG-LRM will not be liable, or be in breach of this Agreement, for RBG-LRM’s delay or failure to perform as required under the terms as a result of any causes or conditions beyond RBG-LRM’s reasonable control which RBG-LRM cannot overcome through exercising commercially reasonable diligence (a “Force Majeure Event”). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications/ Internet or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, RBG-LRM will give Affiliate notice and will use commercially reasonable efforts to minimize the impact of any such event.
Choice of Law/Venue
By all means necessary the Network, its parent-ministry’s, sub-ministry’s, Affiliates, and other third-parties will take every measure to avoid having to take matters to the local, state, or higher courts for resolution on all claims and disputes (the “Dispute”). Should a Dispute arise between the parties, the Dispute shall be referred; by each party, to an Authorized Person of their respective ministry; with authority to meet and settle the Dispute. If the Authorized Person cannot resolve the Dispute, the Dispute shall be governed by and construed under the laws of the State of North Carolina without giving effect to any choice of law or conflict of law rules or provisions. Unresolved disputes shall be settled through outside arbitration as provided hereunder. Every Dispute must be arbitrated individually, and must not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted by a single arbitrator under the then-current commercial arbitration rules of the American Arbitration Association, provided that the arbitrator shall be chosen from a panel of arbitrators knowledgeable in the law. The decision and award of the arbitrator shall be final and binding, and the award so rendered may be entered in any court having jurisdiction thereof. The arbitration must be conducted in North Carolina and judgment on the arbitration award may be entered into any court having jurisdiction thereof.
If arbitration of a Dispute occurs, each party will pay its own attorney’s fees and other costs associated with arbitrating the Dispute. Nothing contained shall be construed to preclude RBG-LRM from seeking injunctive relief to protect its rights pending an outcome in arbitration, nor limit any legal remedies available to RBG-LRM. RBG-LRM may elect to sue in any court of competent jurisdiction in North Carolina, in lieu of and despite the alternative dispute resolution provision above. RBG-LRM shall be entitled to an award of its reasonable costs and expenses (including, without limitation attorneys’ fees), in any action or proceeding in connection with, arising out of, or under the Agreement. Any claim under this Agreement, other than for indemnity and defense must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be forever barred. To the extent permitted by law, AOA agrees not to bring forth, join or participate in any class action lawsuit on any claim, dispute or controversy that AOA may have against RBG-LRM it’s parents, subs, employees, officers, directors, members, representatives and assigns. AOA agrees to the entry of injunctive relief to stop such a lawsuit or to remove AOA as a participant. AOA agrees to pay the attorney's fees and court costs that RBG-LRM incurs in seeking such relief.
Miscellaneous
This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
This Agreement is effective as of the date the online application is submitted by Applicant. The RBG-LRM reserves the right to deny your Application, in its sole discretion, with or without cause. Participation in this ministry is subject to the prior approval of the Network via the RBG Loyalty Rewards Ministry. If we accept your Application and later determine that acceptance was granted in error or for any reason at our discretion, we may immediately terminate your outreach ministry participation with/ without notice to you. Ensure you have a valid email address in your account. If your application comes back undeliverable due to a bad email address, your application will be declined.
If you run a spam validation program, please ensure to whitelist the domain of gutkministries.org as we will not reply to email validation requests, thus you will not receive important program updates and your account will be terminated. If your mailbox is full on two attempted deliveries, your affiliate account will be terminated.
