Affiliate Program

The Tarvent Affiliate Referral Program Agreement

This Affiliate Referral Program Agreement (this “Agreement”) contains the complete terms and conditions that apply to your participation in Tarvent’s Affiliate Referral Program. As used in this Agreement, “we,” “us” or “Tarvent” means Tarvent, Inc and “you,” “your" or “Affiliate,” means you as the affiliate participating in this program. “Affiliate Site” individually and collectively means your website and/or e-mail communications and/or software applications. “Affiliate Referral Program” means the program we manage or control by which participating entities place links on their Affiliate Site that connect to the Tarvent website and for which a commission is earned for new Tarvent subscribers.

Participation
1. You must sign up for an account to join the Tarvent Affiliate Referral Program. In signing up for an account, you are agreeing to be bound by Tarvent’s standard Terms of Service and Privacy Policy. Once registered, and we have approved your enrollment, you become a participant in the Affiliate Referral Program. Current and former Tarvent contractors, employees, and members of Tarvent employees’ immediate family are prohibited from participation in the Affiliate Referral Program.
2. We use PayPal to remit commissions to our affiliates. For us to pay you your commissions, you must have a PayPal account linked to the e-mail address you used when registering for a Tarvent account. PayPal is a third-party service provider, and your use of PayPal is subject to the terms and conditions of PayPal, Inc. Tarvent will not have any liability or support obligations for any issues relating to your PayPal account.
3. Affiliates are not eligible for commissions from their own personal accounts, or any account directly linked to them, including referred accounts with exact same names, billing address, or e-mail addresses.
4. TTarvent currently offers Affiliates the following commission tiers for qualifying referred Client Accounts based on the monthly recurring revenue ("MRR") of active referred Client Accounts. Tarvent will determine Affiliate's applicable commission tier based on Tarvent's records. Unless otherwise approved by Tarvent in writing, Affiliate must continue to satisfy the applicable MRR requirement to remain eligible for the Builder or Powerhouse commission rate:
  1. Starter: 20% commission on qualifying revenue from referred Client Accounts.
  2. Builder: 25% commission on qualifying revenue after Affiliate has maintained at least $500 in total active referred MRR for three consecutive months.
  3. Powerhouse: 30% commission on qualifying revenue after Affiliate has maintained at least $1,500 in total active referred MRR for three consecutive months.
Promotion
1. Once Affiliate has been approved for participation in the Affiliate Referral Program, Tarvent will provide Affiliate with one or more unique referral links ("Links") used to identify subscribers referred by Affiliate.
  ‍
  Affiliate should use its assigned Links when promoting Tarvent so that referrals can be properly attributed. To qualify for commissions, a referred subscriber generally must access Tarvent through Affiliate's Link and
  must not have previously subscribed to the applicable Tarvent Services.
  
  Tarvent's systems and records will control for purposes of determining referral attribution. Tarvent may, in its sole discretion, manually attribute a subscriber to an Affiliate when Tarvent can reasonably verify that the Affiliate was responsible for the referral. Tarvent is not obligated to manually attribute referrals when Affiliate's Link was not used.
2. You and Tarvent will cooperate in good faith to promote the Services. Each Link will permit recipients to navigate directly to a page on the Tarvent website designated by us via a special tagged link format.
Use of Tarvent Trademarks
1. Tarvent hereby grants to you during the Term (defined in Section 6 below) a non-exclusive, non-transferable, revocable, royalty-free license to establish hyperlinks between your Affiliate Site and the Tarvent website and to use Tarvent’s trade names, logos, trademarks and service marks (the “Marks”) solely for the purpose of marketing and promoting the Services.
2. Affiliate may use Tarvent's trade names, logos, trademarks, service marks, and other approved brand assets ("Marks") solely for the purpose of promoting the Services and only in accordance with any brand guidelines provided by Tarvent.
  
  Affiliate may resize approved Marks as reasonably necessary, provided their proportions, appearance, and integrity are maintained. Affiliate may not materially alter, distort, recolor, combine, animate, or incorporate any Tarvent Mark into another logo, trademark, service mark, product name, company name, or brand without Tarvent's prior written approval.
  
  Affiliate is not required to obtain prior approval for each use of unmodified Tarvent-approved Marks or marketing materials that complies with Tarvent's brand guidelines.
  
  Tarvent reserves the right to review Affiliate's use of the Marks at any time. Upon Tarvent's request, Affiliate must promptly modify or discontinue any use that Tarvent reasonably determines violates this Agreement or Tarvent's brand guidelines.
  
  Any custom co-branded materials, modified Marks, or promotional materials that could reasonably imply a formal endorsement, partnership, sponsorship, or other relationship beyond participation in the Affiliate Referral Program require Tarvent's prior written approval.
  
  All goodwill arising from Affiliate's use of the Marks will inure solely to the benefit of Tarvent.
3. Except as set forth above, we each reserve all rights, title and interest in our respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks, and other intellectual property rights). Use of Marks except as set forth herein is strictly prohibited.
Restricted Activities
Affiliate will conduct its business and promotional activities in a lawful and professional manner that promotes a positive image and reputation for Tarvent and the Services. Without limiting the foregoing, Affiliate will not:
1. False or Misleading Promotion
  Use misleading hyperlinks or make any false, deceptive, misleading, disparaging, or materially inaccurate statement regarding Tarvent, the Services, pricing, functionality, availability, performance, or Affiliate's relationship with Tarvent.
2. Deceptive Practices
  Engage in any unfair, fraudulent, deceptive, or unlawful trade or marketing practice involving Tarvent or the Services.
3. Imitation Services
  Participate in the promotion, advertising, marketing, or sale of any service that unlawfully imitates or misrepresents Tarvent or its Services.
4. Prohibited Content
  Promote Tarvent through any website, application, email communication, social media account, or other channel containing content that:
  1. promotes or engages in illegal activity;
  2. violates the intellectual property rights of a third party;
  3. contains fraudulent or deceptive information; or
  4. unlawfully discriminates against individuals or groups in violation of applicable law.
5. Impersonation and Misrepresentation
  Impersonate any Tarvent employee, contractor, representative, or agent, or represent that Affiliate is employed by Tarvent or authorized to bind Tarvent unless expressly authorized by Tarvent in writing.
6. Misleading Use of Tarvent Marks
  Use Tarvent's Marks in a manner that could reasonably mislead a prospective customer into believing Affiliate is Tarvent, is employed by Tarvent, or has a partnership, sponsorship, endorsement, or agency relationship with Tarvent beyond participation in the Affiliate Referral Program.
7. Domains, Usernames, and Identifiers
  Register, purchase, use, or control any domain name, social media username, advertising account name, business name, or other identifier that consists of or is confusingly similar to "Tarvent" or any Tarvent Mark in a manner that could reasonably cause confusion regarding ownership or affiliation.
8. Email and Messaging
  Send unsolicited commercial email, spam, unsolicited bulk messages, or other communications promoting Tarvent in violation of applicable law or generally accepted permission-based marketing practices.
  
  Affiliate may promote Tarvent through legitimate permission-based email communications to recipients who have consented to receive such communications.
9. Paid Advertising, Search, and Social Media
  Affiliate may use paid advertising, search advertising, and social media to promote Tarvent, provided such promotion complies with this Agreement. Affiliate may use non-branded terms in paid advertising and search campaigns unless otherwise restricted by Tarvent in writing. Affiliate may not:
  1. Affiliate may not bid on or purchase "Tarvent," Tarvent's Marks, or confusingly similar terms as paid search keywords without Tarvent's prior written approval.
  2. Affiliate may not use Tarvent's Marks in advertising account names, display URLs, social media usernames, or similar identifiers in a manner that implies the advertisement or account is operated by Tarvent.
  3. Affiliate may not create advertisements or social media content that falsely implies endorsement, employment, sponsorship, or ownership by Tarvent.
10. Self-Referrals
  Use Affiliate's own Link to purchase Services for itself or receive commissions on accounts owned, controlled, or directly affiliated with Affiliate unless Tarvent expressly approves the arrangement in writing.
11. Unauthorized Representations
  Make or authorize any proposal, representation, warranty, guarantee, commitment, or communication relating to Tarvent or the Services that is inconsistent with Tarvent's then-current terms, policies, documentation, or materials approved by Tarvent.
12. Cookie Stuffing and Artificial Attribution
  Use cookie stuffing, forced redirects, invisible frames, automated link activation, browser extensions, adware, spyware, scripts, or any other mechanism intended to generate or claim referral attribution without a genuine affirmative action by the prospective subscriber.
13. Coupons, Discounts, and Promotional Offers
  Advertise, distribute, or represent any coupon, discount, promotional offer, special pricing, or affiliate-exclusive offer for Tarvent unless the offer has been expressly authorized by Tarvent.
  
  Affiliate may not represent Tarvent's standard pricing as a special discount or exclusive affiliate offer.
14. Manipulation of the Affiliate Program
  Engage in any activity intended to manipulate referral attribution, commission calculations, account ownership, subscription status, or any other aspect of the Affiliate Referral Program.
  
  Tarvent may investigate suspected violations of this Section and may temporarily withhold commissions reasonably related to an investigation while it is pending. Tarvent may terminate Affiliate's participation for violations of this Section in accordance with this Agreement.
Commissions
1. All Affiliates are required to complete and submit proper tax information to Tarvent before commission payments will be issued.
2. Qualifying Commissions
  Tarvent will bill referred subscribers directly and will be solely responsible for collecting payment for the Services.
  
  When a new subscriber is properly attributed to Affiliate and remains continuously subscribed to a paid Tarvent Service for at least sixty (60) days, Affiliate will become eligible for commissions on qualifying revenue actually received and retained by Tarvent from that subscriber, including qualifying amounts received during the initial sixty-day period.
  
  The commission percentage will be based on Affiliate's applicable commission tier under Section 1.4 at the time the commission becomes payable, unless Tarvent and Affiliate have agreed to a different commission rate in writing.
3. Refunds, Credits, Chargebacks, and Reversals
  Commissions are earned only on qualifying amounts actually received and retained by Tarvent.
  
  No commission will be earned on taxes, refunded amounts, promotional credits, discounts, complimentary Services, chargebacks, fraudulent transactions, uncollected amounts, or other amounts not ultimately retained by Tarvent.
  
  If Tarvent has already paid a commission on revenue that is subsequently refunded, credited, charged back, reversed, or otherwise not retained by Tarvent, Tarvent may deduct the corresponding commission from future amounts payable to Affiliate.
4. Existing Customers and Existing Opportunities
  Affiliate will not be entitled to commissions for a subscriber that was already an active Tarvent customer at the time of referral.
  
  Tarvent may also exclude a referral where Tarvent can reasonably demonstrate that, before Affiliate's referral, the prospective subscriber was already actively engaged in a direct sales, partnership, or commercial discussion with Tarvent.
  
  Tarvent will use reasonable judgment when resolving attribution disputes and may consider the timing, source, and circumstances of the referral.
5. As an Affiliate of the Affiliate Referral Program, we will provide you with access to the Affiliate Referral Program Dashboard using your log-in credentials. As this dashboard is built out, you will be able to see a summary report for all new subscriptions directed from your Link for both paid and trial plans, including information on new subscriber pricing plans and the associated commissions. When a new subscriber enrolls for any of the Services on a paid plan through your Link, that subscriber will be shown under the “Pending Commissions” section of the Dashboard. After the first 60 days, the commission amount will then be shown under the “Due in Next Payment” section of the Dashboard.
6. Approved commissions following the first 60-day period will be payable to you within 30 days of the end of each calendar month. We will pay you your commission through your PayPal account as long as you have a balance of $50 or more under the “Commission payable” section and a minimum of two new subscribers.
7. You and Tarvent, will be responsible for paying any applicable taxes and duties that may be imposed with respect to any compensation, commissions, or payments received under or in connection with this Agreement.
8. Tarvent may, in its discretion, offer an Affiliate a higher commission rate, special commission structure, promotional incentive, or other compensation arrangement based on performance, strategic relationship, promotional activity, or other factors determined by Tarvent.
  
  Unless otherwise stated in writing, any special commission arrangement may be modified or discontinued by Tarvent upon written notice and does not modify the commission structure applicable to other Affiliates.
Term and Termination
1. The term of this Agreement (the “Term”) will begin upon your acceptance of this Agreement and will end when terminated. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least five (5) days written notice of termination.
2. Except in the case of termination resulting from Affiliate's fraud, abuse of the Affiliate Referral Program, intentional manipulation of referral attribution, unlawful conduct, or material breach of this Agreement, Affiliate will remain eligible to receive commissions on qualifying subscribers properly referred before the effective date of termination, provided those subscribers satisfy the applicable sixty-day qualification requirement.
  
  Affiliate will not earn commissions on subscriptions or referrals first occurring after the effective date of termination.
  
  If Tarvent terminates Affiliate for fraud, intentional manipulation of referral attribution, unlawful conduct, or another material violation of this Agreement, Tarvent may cancel unpaid commissions reasonably attributable to the prohibited conduct.
Representations and Warranties
Each of us hereby represents and warrants to the other that:
1. it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
2. it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; and
3. it will perform its obligations in compliance with all laws, rules, and regulations applicable to its activities pursuant to this Agreement.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
1. Tarvent will remain solely responsible for the operation of the Tarvent website and Services, and you will remain solely responsible for the operation of the Affiliate Site. Each party acknowledges that (i) their respective sites may be subject to temporary downtime due to causes beyond their reasonable control, and (ii) it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service.
2. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES AND AFFILIATE REFERRAL PROGRAM ARE PROVIDED “AS IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TARVENT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR THROUGH COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING (I) THE AMOUNT OF COMMISSIONS AFFILIATE MAY GENERATE DURING THE TERM, AND (II) ANY ECONOMIC OR OTHER BENEFIT THAT AFFILIATE MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
3. UNDER NO CIRCUMSTANCES WILL TARVENT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS, LOST BUSINESS, OR LOST DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF TARVENT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. TARVENT’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER CAUSE OF ACTION WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE UNDER THIS AGREEMENT IN THE THREE-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
Indemnification
You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of any Affiliate Site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights in respect of your Affiliate Site and activities under this Agreement.
Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Tarvent and limits the manner in which you can seek relief from us.
1. Except for small claims disputes in which you or Tarvent seek to bring an individual action in small claims court, you and Tarvent waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement resolved in court. Instead, all disputes arising out of or relating to this Agreement will be resolved through confidential binding arbitration held in Castle Rock, Colorado in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available at www.jamsadr.com and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
2. YOU AND TARVENT AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT IS PERSONAL TO YOU AND TARVENT AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.
3. You and Tarvent agree that this Agreement affect interstate commerce and that the enforceability of this Section 10 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. All disputes between Tarvent and you will be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, consolidate more than one individual’s claims, or preside over any proceeding involving more than one individual, all of which are prohibited by this Agreement. You and Tarvent agree that for any arbitration you initiate, you will pay the filing fee and Tarvent will pay the remaining JAMS fees and costs. For any arbitration initiated by Tarvent, Tarvent will pay all JAMS fees and costs. You and Tarvent expressly agree that the state and federal courts of Castle Rock, Colorado shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
4. Any claim related to this Agreement must be filed within one year after the claim arose; otherwise, you and Tarvent no longer have the right to assert the claim.
5. You may opt out of the binding arbitration provisions of this Section 10 by sending written notice to Tarvent by email within thirty (30) days after first accepting this Agreement. Opt-out notices must be sent to support@tarvent.com with the subject line “Arbitration Opt-Out.” The notice will be considered timely if it is sent within the thirty (30)-day opt-out period and must include:
  1. your name or legal entity name;
  2. your mailing address; and
  3. an express statement that you wish to opt out of the binding arbitration provisions of this Agreement.
General Provisions
1. Affiliate and Tarvent are independent contractors. Nothing in this Agreement creates or will be construed to create a partnership, franchise, agency, fiduciary relationship, employment relationship, joint venture, or other legal association between Affiliate and Tarvent.
  
  Affiliate has no authority to enter into any agreement, incur any obligation, make any commitment, or otherwise act on behalf of or bind Tarvent.
2. Neither you or we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Colorado, without reference to its conflict of laws provisions. You and Tarvent expressly agree to exclusive jurisdiction in any competent court in Castle Rock, Colorado.
4. Any notices under this Agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent via postal mail or certified mail, return receipt requested. Notices to Tarvent will be sent to: Tarvent, Attention: Affiliate Referral Program, 165 Caprice Court, Suite A, Castle Rock, CO 80109.
5. You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
6. The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
7. This Agreement represents the entire agreement between Affiliate and Tarvent concerning the Affiliate Referral Program and supersedes all prior or contemporaneous oral or written agreements concerning the same subject matter.
  
  Tarvent may modify the Affiliate Referral Program or this Agreement from time to time by providing Affiliate with reasonable notice, including notice by email, through Affiliate's Tarvent account, or through the Affiliate Referral Program Dashboard.
  
  Unless a later effective date is specified, material changes will become effective thirty (30) days after notice.
  
  Changes will not retroactively reduce commissions that were already earned before the effective date of the change.
  
  Affiliate's continued participation in the Affiliate Referral Program after the effective date of an amendment constitutes acceptance of the amended Agreement. If Affiliate does not agree to an amendment, Affiliate may terminate participation before the amendment becomes effective.
8. If any provision of this Agreement is determined to be invalid, unlawful, void, or unenforceable to any extent, such provision will be interpreted to best reflect the parties’ intent, and the remainder of this Agreement will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.

The Tarvent Affiliate Referral Program Agreement

Platform

Customers

Company