Pilgrim’s Rock, LLC MOM Rewards Affiliate Program Terms and Conditions Agreement Modification .............................................................................................................................................................. 2 Application and Participation ................................................................................................................................... 2 Use of Pilgrim’s Rock, LLC Property and Products ................................................................................................... 2 FTC Endorsement Compliance .................................................................................................................................. 3 Referred Customer Tracking ..................................................................................................................................... 3 Customer Order Processing ...................................................................................................................................... 3 Calculation and Payment of Commissions ............................................................................................................... 3 Payment Methods .................................................................................................................................................... 3 Taxes .......................................................................................................................................................................... 4 Payment Problems .................................................................................................................................................... 4 Disputes ..................................................................................................................................................................... 4 Obligations Regarding Your Website ....................................................................................................................... 4 Emails ........................................................................................................................................................................ 5 Licenses for Use of Promotional Materials, Images, and Product Names/Terms .................................................. 5 Pricing, Offers, and Policies ...................................................................................................................................... 5 Effective Term of this Agreement ............................................................................................................................ 5 Disclaimers ................................................................................................................................................................ 6 Relationship of the Parties ....................................................................................................................................... 6 Limitation of Liability ................................................................................................................................................ 6 Indemnification ......................................................................................................................................................... 6 Confidentiality .......................................................................................................................................................... 6 Governing Law .......................................................................................................................................................... 7 Representations and Warranties ............................................................................................................................. 7 Effective as of July 1, 2016 Thank you for your interest in the MOM Rewards affiliate program (“Affiliate Program”) of Pilgrim’s Rock, LLC (“Pilgrim’s Rock, LLC”, “we”, “our”, “us”). This Affiliate Program Terms and Conditions Agreement (“Agreement”, “Affiliate Agreement”) describes the terms and conditions for participation in the Affiliate Program. In this Agreement the term “Affiliate” refers to you (the applicant or participant). Modification We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include, but are not limited to changes in referral commissions, payment procedures, the Affiliate Management Software and its location and or function, and Affiliate Program rules. If any of the modifications are UNACCEPTABLE TO YOU, your only recourse is to terminate this Agreement. If you CONTINUE PARTICIPATION IN THE PROGRAM, it will be considered as your acceptance of the change. Application and Participation To participate in the Affiliate Program, you must be at least 18 years of age or have parental consent, and you must complete and submit the online Affiliate Application and agree to the terms and conditions of this Agreement. At our sole discretion, we may reject any Affiliate Application for any reason. By submitting your Affiliate Application, you affirm you have read, agree to, understand, and are legally responsible for each and every term and condition stated in the Agreement, and are entering into a legal agreement per the terms of this Agreement if you are approved as an Affiliate. Use of Pilgrim’s Rock, LLC Property and Products If your Affiliate Application is approved, we will make available to you a variety of graphical and text links which you may use, subject to the terms of this Agreement, to promote products, services, and materials of Pilgrim’s Rock, LLC on your website (“Affiliate Site”) or through other forms of outreach, communication, or marketing. In utilizing these links, you agree to cooperate with us to maintain these links. You agree that you will also only display and use those graphics and textual images and text provided with links that have been approved by us. Any information with respect to us that is going to be displayed on your site must be provided by us and expressly approved by us in writing in advance of any display. Except for provided graphics, textual images, and text approved for use in links obtained from our Affiliate Management Software, you shall not and are not authorized to use any Pilgrim’s Rock, LLC trademark, name, or intellectually property, IP address, code, or other images and text without written permission. No part of this publication or content contained in any PDFs may be reproduced, posted on another website, or transmitted in any form or by any means without prior permission, except for brief quotations in books, articles, and reviews. Written permission can be obtained by contacting [email protected]. You are not allowed to post, promote, or represent any deals, rebates, refunds, credits, or discounts on products or services from us unless we have given you prior written permission or have made these items available to you from our Affiliate Management Software. Links and promotional materials we make available to Affiliates in our Affiliate Management Software program may be modified, changed, or expanded by us at any time. Affiliates may only use coupon codes and discounts provided by us through the Affiliate program. Links you put on your website that connect users of your website to areas of our website will not alter the look, feel, or functionality of our website. FTC Endorsement Compliance We desire to treat our customers and Affiliates with the utmost integrity and fairness and to fully comply with all Federal Trade Commission regulations related to advertising. As such, we require our Affiliates to comply with these regulations. This includes, but is not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising, which requires, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that directories, review/rating sites, blogs and other websites, email or collateral that purport to provide an endorsement or assessment of an advertiser (in this case Pilgrim’s Rock, LLC) must prominently disclose the fact that financial or in‐kind compensation is provided from the advertiser. We reserve the right to withhold commissions and cancel your participation in our Affiliate Program if we determine, at our sole discretion, that you are not in compliance with FTC regulations and guidelines. Referred Customer Tracking A “Referred Customer” is a new and unique customer referred to us by the Affiliate via a discount code and or link provided by or approved by us as obtained from our Affiliate Management Software. Referred Customers that come from your website or other methods of communication you employ to promote, link to, or share information about purchases of the Unbreakable Faith online course Video Module and or Credit/Exam Module (“Qualified Product Purchases”), or products, services, or other ministry resources provided by us that you are promoting to your clients, readers, etc., will be tracked by various methods, including but not limited to internet browser cookies, IP addresses, your website page/URL from which the Referred Customer came, and other methods of tracking non‐personally identifiable Referred Customer information used to record and track the referral activity for each Affiliate in the Affiliate Management Software system. Customer Order Processing We will be responsible for processing orders for products placed by customers you refer or who follow the links from your website to our website. We will process all order fulfillment, cancellation, refunds, and payments. We track Qualified Product Purchases, commissions earned and paid, and other details about Referred Customers. This information will be available to you through our Affiliate Management Software. Calculation and Payment of Commissions Commissions will only be paid for Qualified Product Purchases made by Referred Customers. Once a Referred Customer executes a Qualified Product Purchase, a commission will be calculated in your Affiliate account. If the Referred Customer does not request a refund during the 60‐day money back guarantee period, then that commission is earned by the Affiliate and qualified to be paid to the Affiliate on the first of the month following the expiration of the 60‐day money back guarantee period. You can see all the commissions you have earned by logging into your Affiliate account in the Affiliate Management Software. At our sole discretion, we reserve the right to not pay commissions to an Affiliate if that Affiliate violates the terms of this Agreement or is found to be in violation of FTC rules and regulations. Payment Methods Payments will be made by the method you selected in the Application, either by check or through PayPal. You may change the payment method in your Affiliate profile inside the Affiliate Management Software at any time. All commission payments will be made in U.S. currency unless prohibited by U.S. law or as otherwise prohibited by regulations of the U.S. Office of Foreign Assets Controls (“OFAC”). If you reside outside of the United States, please refer to PayPal’s Policy to ensure you are eligible to receive payments. We are not responsible for any third‐party fees charged by PayPal, a bank, or other financial institution used by the Affiliate to receive commission payments. At our sole discretion, we reserve the right to modify or change the terms of how commissions are paid at any time. Changes will be posted to this Affiliate Terms and Agreement document and a notice will be sent to all active Affiliates from the Affiliate Management Software. Taxes If the amount of commissions you earn nears the IRS limit that would make it reportable taxable income (reported to you as 1099‐MISC income by us), we will contact you to obtain necessary tax information, personal contact information, Federal W8/W9 Forms, etc. If you do not provide the needed tax and personal contact information within 60 days of our request, we reserve the right (at our sole discretion) to cancel your Affiliate account and no further commissions will be paid to you. You are responsible to provide accurate tax and payment and address information for commissions to be paid to you. You are solely responsible for the payment of any and all taxes related to the commissions you receive from us under the terms of this Agreement. In compliance with U.S. tax laws, we will issue Form 1099 to Affiliates whose earnings meet or exceed the applicable threshold set by the IRS. You must inform us about any changes to your tax ID number, personal contact information, or any other requested/required information before the first of each month. Failure to provide this information will impact our ability to issue a valid commission or tax notification to you. Payment Problems We will not reissue any check that remains uncashed for over 120 days from the original date of issue. Checks can be reissued one time upon request in the case of a lost check or a stop‐payment request within 120 from the date of original issue. Check cancellation fees may reduce the amount of the commission being paid if multiple checks have to be issued. PayPal payments will only be reissued one time within 120 days of original issue date in the case of an incorrect PayPal address or refusal from PayPal to accept payment. If multiple attempts are made to issue the payment through PayPal because of incorrect information provided by the Affiliate or other problems for which we are not at fault, additional transaction fees may reduce the amount of the commission paid to the Affiliate. Disputes All disputes about commissions must be brought to the attention of Pilgrim’s Rock, LLC within 45 days after the end of any month in which the sale or event that is disputed occurred; disputes filed beyond this time will not be accepted by Pilgrim’s Rock, LLC and the Affiliate forfeits forever any rights to a potential claim. Obligations Regarding Your Website You are solely responsible for the development, maintenance, and operation of your website and all channels or methods used in participation in the Affiliate Program. Your responsibilities include, but are not limited to, the technical operation of Your website and all related equipment; creating and posting product reviews, descriptions, and references on your website and linking those descriptions to our website; the accuracy and propriety of materials posted on your website (including, but not limited to, all materials related to our products, services, or other resources); ensuring that materials posted on your website do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters. Emails As an Affiliate, you may send email from inside the Affiliate Management Software for various reasons. Under no circumstances and at any time may you use the capabilities for email provided to you to create, publish, transmit or distribute any bulk electronic mail messages ("SPAM"). If you fail to abide by this section, the CAN‐
SPAM Act of 2003 or other laws, in any manner, you will be deemed in breach of this Affiliate Agreement and your Affiliate account will be closed. If your account has excessive clicks or mail activity in a very short period of time as determined at the sole discretion of Pilgrim’s Rock, LLC your Affiliate account may be terminated. Licenses for Use of Promotional Materials, Images, and Product Names/Terms Pilgrim’s Rock, LLC grants the Affiliate non‐exclusive, non‐transferable, revocable licenses to access our website through links, images, and text we provide and approve solely in accordance with the terms and conditions of this Agreement for the purpose of promoting and selling Pilgrim’s Rock, LLC products, services, books, webinars, and other ministry resources (“Licensed Materials”) on your website or through other channels of communication you may utilize (i.e., email). You may not alter, modify, or change our Licensed Materials in any way. You are entitled to use the licensed materials if you are an Affiliate in good standing in our Affiliate Program. You may request additional types of our licensed materials or obtain written permission to use our licensed materials in ways outside those already specified by this Agreement or those Licensed Materials available through our Affiliate Management Software. You agree to not use our Licensed Materials in any manner that is disparaging or damaging to the reputation of Pilgrim’s Rock, LLC or in any way that represents us or our employees in a negative light. We reserve all our rights to our Licensed Materials and copyright license to any materials on our website as well as any other proprietary or intellectual property rights. Your license to use our Licensed Materials terminates when your Affiliate account is terminated or when other cause is given to cancel your Affiliate relationship with us. Pricing, Offers, and Policies Pilgrim’s Rock, LLC reserves the right to change at any time and for any reason the pricing, availability, and procedures and terms of use for our products, services, the offers, deals, or promotions we offer, and the policies and terms and conditions that govern the use of our website, Affiliate program, or materials provided to Affiliates under the terms of this Agreement. Referred Customers who purchase products, services, or other materials from us will be deemed our customers. These terms also apply to those customers. Customers and Affiliates of Pilgrim’s Rock, LLC are also governed by our Privacy Policy and our general Terms and Conditions. Effective Term of this Agreement This Affiliate Agreement begins when we approve your Affiliate Application and ends when terminated by either party. Either the Affiliate or Pilgrim’s Rock, LLC may terminate this Agreement at any time with or without cause. You are eligible to earn commissions on Qualified Purchase Products during the term of this Agreement. If this Agreement is terminated before all earned commissions are paid to the Affiliate, those commissions will be paid unless the Affiliate has violated the terms of this Agreement or has broken any laws which have resulted in the termination of this Agreement. If the Affiliate has outstanding commissions unpaid when this Agreement is terminated, we reserve the right at our sole discretion to determine if earned commissions are reasonable and warranted for final payment according to the terms of this Agreement. If an Affiliate violates this Agreement or any other Pilgrim’s Rock, LLC policies, or violates any laws, the Affiliate will immediately forfeit any right to earned or unpaid commissions. Disclaimers We make no express or implied warranties or representations with respect to the Affiliate Program or any Pilgrim’s Rock, LLC products or services sold through the Affiliate program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON‐INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representation or guarantee that the operation/availability of our website or Affiliate Management Software will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information about Referred Customers during the period of interruption. Relationship of the Parties Pilgrim’s Rock, LLC and the Affiliate are independent contractors. Nothing in this Agreement will in any way imply or create any employment relationship, sales representative, franchise, agency, partnership, or joint venture relationship between the parties. The Affiliate has no authority to make or accept any offers or to enter into any relationships on our behalf. You may not make any statement on your website or otherwise that would reasonably contradict the facts in this section of the Affiliate Agreement. Limitation of Liability WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE 3‐MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. Indemnification You, the Affiliate, agree to indemnify and hold harmless Pilgrim’s Rock, LLC and our affiliates, directors, officers, employees, agents, service providers, partners, members, and owners against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that Our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your website, including, without limitation, its development, operation, maintenance and content therein not attributable to us. Confidentiality You the Affiliate and Pilgrim’s Rock, LLC, the parties, do agree that all information including, without limitation, the terms of this Agreement, business and financial information, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Governing Law The laws of the United States and the State of Pennsylvania will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Montgomery County Pennsylvania and you, the Affiliate, irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent to anyone else. Subject to that restriction, this Agreement will be binding on, and benefit to/for, 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 a provision or any other provision of this Agreement. Representations and Warranties By accepting the terms of this Agreement, you warrant to Pilgrim’s Rock, LLC that:  You have read, understand, and agree to all terms and rules of this Agreement and that it constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.  You, to the best of your knowledge, have no pending, threatened claim, action, or proceeding against you with respect to your execution, delivery, or consummation of this Agreement.  You are at least 18 years of age.  Each Referred Customer and/or Qualified Product Purchase you refer or submit to Pilgrim’s Rock, LLC is valid, genuine, unique and not fraudulent and meets the criteria for generating a commission as defined by this Agreement. I INDICATE MY APPROVAL OF THIS AFFILIATE AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER THESE TERMS AND CONDITIONS BY COMPLETING AND SUBMITTING THE AFFILIATE PROGRAM SIGNUP FORM, BY SUBMITTING PROPOSED REFERRED CUSTOMERS OR QUALIFYING PURCHASES TO PILGRIM’S ROCK, LLC UNDER OUR AFFILIATE PROGRAM AND/OR BY COLLECTING COMMISSION PAYMENTS FROM PILGRIM’S ROCK, LLC.