Affiliate Service Agreement

This Affiliate Service Agreement (“Agreement”) is made by and between Shepherds Loft Llc, a Georgia corporation (“Shepherds Loft”), and you (“You”, “Your”, “Affiliate”), as an Affiliate utilizing the affiliate services (Service) of Shepherds Loft.

You must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read this Agreement carefully before registering and using the Service as an Affiliate. By signing up for the Shepherds Loft affiliate program, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the Service as an Affiliate.

The following agreement is summarized as follows:

• You may place approved banners or links anywhere on your site as you see fit.
• You may place approved banners or links anywhere within non-spam emails.
• We may email you concerning new affiliate programs.
• We might change the service from time to time.
• Adult, Hate, or other related sites are not allowed.
• You will be paid your commissions quarterly.
• All statistics are collected and calculated by Shepherds Loft, and will be the only valid criteria used for determining commissions.
• Any page or email that contains Shepherds Loft links, banners, or code must be written in English.
• As an affiliate, you can only have one account per affiliate program. You can list multiple domains in one account, but only one account is allowed. Self-referrals for affiliate accounts are strictly prohibited, all referrals must be arm’s length transactions.
• International affiliates (those with addresses outside of the 50 U.S. States) are paid via Direct Deposit or PayPal where possible.
• All payments will be made via a mass pay service of Shepherds Loft’s choosing.
• Your physical address, if supplied to our system, MUST be your actual address.  Mail forwarding services, for the purpose of avoiding network demographics, is NOT allowed. For example, if you choose USA as your country, you must be in the USA. If you choose Russia as a country, you must be in Russia.
• You won’t hold us liable for anything.  A link to a non-Shepherds Loft owned website does not mean that Shepherds Loft endorses or accepts any responsibility for the content or the use of such website.
• You cannot SPAM. We will terminate your account on the first offense of SPAMMING. Do not send email to lists or groups that you do not have permission to send to.  If you do, we WILL terminate your account on the first offense.
• You may place banners or links within your newsletters, in content of your website, or within other web related content or social media channels.
• Affiliate accounts that are left inactive will be removed from our system if their balance is equal to or less than $25 USD. If an affiliate account is abandoned a $25 USD fee will be assessed once per calendar month, until the balance is equal to zero dollars – and is closed. At no time will an affiliate ever owe monies to Shepherds Loft based on fees – the account will simply be closed. An abandoned affiliate account is defined as any account that has not been logged in to for a period of 6 months, nor have any transactions been posted to that account. If one or the other of those conditions are true – the account will remain in an active state.
• NOT ALLOWED: All other uses of banners or links, such as newsgroups, blog comments, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks etc. are NOT allowed.
• NOT ALLOWED: Any placement of creative in a “Desktop” advertising scheme. This includes all 3rd party advertising platforms that use a desktop application to display ads in any form.
• NOT ALLOWED: Any display of a window that isn’t the result of a direct click by the end-user.
• Failure to abide by these rules could mean termination from our program with a complete forfeit of commissions.

• Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually “refreshing” of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN MEMBERSHIP TERMINATION AND VOIDED COMMISSIONS.

PRIVACY POLICY

Shepherds Loft respects the privacy of its users and will not disclose personal information to third parties without the express permission of You and Your company. If You have any questions, please contact Shepherds Loft support.

DEFINITIONS

“Performance Marketing” occurs when individual web sites that generate their own traffic (“Affiliates”) partner with online Merchants (“Merchant”)’s and the Merchant pays a commission or other reward for those Visitors resulting in a measurable action such as a closed sale, lead, hit, or other action.

“Affiliate” means an individual or business generating their own traffic and thus rewarded for legitimate sales, leads, clicks, or other measurable action. Affiliates use the Shepherds Loft affiliate programs to facilitate relationships with Shepherds Loft as well as gain tracking, reporting, and receipt of commission payment.

“Merchant” means an e-commerce entity paying a commission or bounty for legitimate sales, leads, clicks, or other measurable action by a Visitor. The Shepherds Loft family of companies use this affiliate program as the Merchant to facilitate relationships as well as gain tracking, reporting, and issuance of commission payment.

“Visitor” means any person, or user that clicks on a Link to a Shepherds Loft website placed on an Affiliate’s Web site.

“Sales commission” means the Payout Shepherds Loft sets and agrees to pay for Visitors referred to the Shepherds Loft family of websites that results in a sale of a product or service. The sale could occur at the time of the visit or at a later time not to exceed 180 days. If a sale occurs after 180 days and the Visitor has not returned through an authorized Affiliate’s site, then no Payout shall occur.

“Lead commission” means the Payout Shepherds Loft sets and agrees to pay for Visitors referred to the Shepherds Loft family of Websites that results in the Visitor performing an action defined by the Merchant. Such an action could include filling out a form, joining a mailing list, or other mechanism to identify potential customers. The action could occur at the time of the visit or at a later time not to exceed 180 days. If an action occurs after 180 days and the Visitor has not returned through an authorized Affiliate’s site, then no Payout shall occur.

“Click commission” means the Payout Shepherds Loft sets and agrees to pay for a valid click from an Affiliate Partner’s site to the Shepherds Loft family of companies’ website that results in said website being viewable to the Visitor. A click is deemed valid when it meets certain criteria as defined on the Website or in this Agreement, which criteria may change from time to time.

“Payout” means the amount of sales commission, lead commission, or click commission a Merchant agrees to pay for an individual measurable action. The Payout is defined as either a percentage of a total sale amount, or as a set bounty (flat rate) per action.

“Commission” means the amount of sales commission, lead commission, or click commission a Merchant agrees to pay for an individual measurable action. The Payout is defined as either a percentage of a total sale amount, or as a set bounty (flat rate) per action.

“Link” means a hyperlink placed on an Affiliate’s site that, when clicked on, sends a Visitor through to a Merchant website via redirection at Shepherds Loft affiliated websites. Links take many forms including text, a product image, buttons, banners, videos or any other format acceptable to the Merchant.

“Void” means a reversal of a Payout previously earned for a sale, lead, or click that is later rescinded or corrected by the Merchant. Merchant’s may Void transactions that are fraudulent, or in the case of returned merchandise, duplicate transactions, cancellation of service or other valid reasons.

“Your Account” means a specific account within the Service, where Commissions are credited.

THE SERVICE

Shepherds Loft has developed and operates a service (the “Service”) which allows Affiliates to participate in Performance Marketing programs. As an Affiliate of Shepherds Loft you will be establishing arrangements with Shepherds Loft and referring third party organizations for services.  All Affiliate referrals established between You and Shepherds Loft, will be conducted and managed through the Service.

AFFILIATE PAYMENT

You will receive a Commission for sending the Shepherds Loft family of companies authorized sales, leads, and/or clicks via Your links. In order to place links, You must first be approved by Shepherds Loft to become an Affiliate of our program. You understand that the Payout amount may be changed at any time. This information is also available to You in the Shepherds Loft Affiliate’s area of the Company website.

You are responsible for determining if the payout for a link You have placed on Your site has changed or been discontinued. You receive the commission from Shepherds Loft. Payments are calculated quarterly for the prior quarter’s transactions.  Money credited to Your account does not accrue interest. In the event of a void by Shepherds Loft, we may recover from You the corresponding commission previously credited to Your account. The voided commission will be immediately deducted from Your account balance. In the event that Your account balance is less than the voided commission, the voided commission will be deducted against Your future earnings. However, You will NEVER be asked to send money to Shepherds Loft as an affiliate.

SERVICE AND SUPPORT

Shepherds Loft will provide support for the Service as indicated on the Shepherds Loft family of companies’ websites.  We have the right to inquire about the progress of the website design from the affiliate.  If the affiliate does not respond in a timely fashion to inquiries (10 days), we will inquire directly to the client regarding progress. Affiliate non-responsiveness to inquiries is potential grounds for cancellation of the affiliate agreement.  While we are not obligated in any way to help develop the website, we may give advice or direction to complete the project as it relates to utilization of our default recommended solutions.

EMAIL CONTACT

Shepherds Loft reserves the right to send e-mail to You for the purposes of informing you of applicable changes or additions to the Service or any Shepherds Loft related products and services.

CHANGES TO THE SERVICE

Shepherds Loft reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, Shepherds Loft will notify You via e-mail, newsletter or the Shepherds Loft Website at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service.

REGISTRATION

To sign up as an Affiliate of Shepherds Loft and to use the Service as an Affiliate Partner you must be at least 18 (eighteen) years of age.  For tax reporting purposes, you must supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or entities.

THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN the Shepherds Loft affiliate program: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES.

As part of the registration process, You will select a username and password combination that You use to access Your Affiliate area within the Service. You shall provide Shepherds Loft with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that Shepherds Loft may rely on any data, notice, instruction or request furnished to Shepherds Loft by You which is reasonably believed by Shepherds Loft to be genuine and to have been sent or presented by a person reasonably believed by Shepherds Loft to be authorized to act on Your behalf. You shall notify Shepherds Loft by e-mail at support@ of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by Shepherds Loft and referral to the appropriate law enforcement agencies.

ACCEPTED USE

You represent to Shepherds Loft that all content You provide to the Service is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual’s or organization’s rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate of the Service any content, or website that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As Shepherds Loft may not review all information provided by You, You shall remain solely responsible for Your content and website. As an Affiliate, You may not artificially inflate traffic counts to Shepherds Loft site(s) using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects. You may not click on Your own banners and/or links.

Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks. Any link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to the related Shepherds Loft website for that Link.

Points or reward programs for click or lead programs are NOT allowed. Shepherds Loft RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF the Shepherds Loft affiliate program. If You are terminated from the Service, Shepherds Loft has the right to withhold money You earned within the Service or money that You owe within the Service and You will not be allowed to re-join the Shepherds Loft affiliate program.

LIMITED WARRANTY

The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Shepherds Loft DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, Shepherds Loft SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. Shepherds Loft will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold Shepherds Loft liable for any of the consequences of such interruptions. SHEPHERDS LOFT SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEBSITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. SHEPHERDS LOFT SHALL HAVE NO LIABILITY WITH RESPECT TO SHEPHERDS LOFT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF SHEPHERDS LOFT HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF SHEPHERDS LOFT HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY SHEPHERDS LOFT AS A DIRECT RESULT OF THIS AGREEMENT.

LIMITATION OF LIABILITY

SHEPHERDS LOFT OR ITS SUPPLIERS OR RESELLERS OR MERCHANTS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SHEPHERDS LOFT AFFILIATE SERVICE OR ANY INFORMATION PROVIDED ON THE SHEPHERDS LOFT WEBSITE OR ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF SHEPHERDS LOFT OR A SHEPHERDS LOFT AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEBSITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, SHEPHERDS LOFT’S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.

You agree that Shepherds Loft, although the provider of the Service, has no responsibility or liability as a result of Your placement of authorized links from Your website, and You agree to indemnify, defend, and hold harmless Shepherds Loft and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.

Shepherds Loft agrees to indemnify, defend, and hold harmless Affiliate and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to Shepherds Loft’s negligence or willful misconduct in performance of the Services or its breach of this Agreement.

NON-DISCLOSURE

Shepherds Loft acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information (“Confidential Information”) of Your company. Shepherds Loft agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term “Confidential Information” shall not include information that is or becomes part of the public domain through no action or omission of Shepherds Loft, that becomes available to Shepherds Loft from third parties without knowledge by Shepherds Loft of any breach of fiduciary duty, or that Shepherds Loft had in its possession prior to the date of this Agreement. Shepherds Loft does collect information about customer transactions of Affiliate referrals based on tracking codes provided.  Any information we receive is used solely for tracking, billing, Commission payment purposes and fulfillment of services. Shepherds Loft reserves the right to be able to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analysis as Shepherds Loft deems appropriate.

OWNERSHIP AND LICENSES

You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Merchant provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Merchant, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing shall remain the Merchant’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.

A Merchant may immediately terminate Your license to use the marks if the Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Merchant above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Merchant’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant.

REPRESENTATIONS

Shepherds Loft makes no representations whatsoever about any other website.  A link to a non-Shepherds Loft Website does not mean that Shepherds Loft endorses or accepts any responsibility for the content or the use of such website.

NONASSIGNABILITY

Affiliate or Shepherds Loft may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties.

FORCE MAJEURE

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

JURISDICTIONAL ISSUES

This Agreement shall be governed by the State of Georgia, USA law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of Georgia, USA and You consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

MISCELLANEOUS

This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.