Affiliate Program Terms and ConditionsThis Affiliate Program Agreement (the “Agreement”) contains the complete terms and conditions that apply to your participation as an affiliate in the OFX Affiliate Program. As used in this Agreement, “we,” “us” or “OFX” means OFX or any of its affiliated companies, and “you,” “your” or “Affiliate” means the applicant. “Your website” means any site and/or software application that you own or operate and link to the OFX Site. The “OFX Site” means the OFX.com site or any other site operated by or on behalf of us or our affiliates. OFX is the registered trade name of USForex Inc. Please read this Agreement carefully before you participate in the Affiliate Program. You are responsible for assuring that your employees, agents and contractors comply with this Agreement at all times.
1. OVERVIEW OF AFFILIATE REFERRAL PROGRAMParticipation in the OFX Affiliate Program allows you to earn commissions for transactions made by Clients referred by you, subject to the terms and conditions of this Agreement.
2. ENROLLMENTTo begin the enrollment process, you must submit an Affiliate Program application. All information provided by you on your application or otherwise communicated to OFX must be true, accurate and complete. You further agree to notify us of any changes to information included on your application, including your contact information. After receiving your application, we will evaluate your application and notify you of its acceptance or rejection. OFX reserves the right to reject any application for any reason.
3. REFERRAL LINKUpon acceptance into the Affiliate Program, OFX will provide a Referral Link to you. A “Referral Link” means the hyperlink you utilize that directs your end users to the OFX Site. We will track customers who subsequently execute and complete a money transfer transaction with OFX (“Clients”) via the Referral Link. You will be responsible for properly integrating the Referral Link into an Eligible Referral Channel. OFX shall not be liable to you with respect to any losses incurred as a result of your failure to properly integrate and/or maintain the Referral Link on an Eligible Referral Channel.
4. REFERRAL CHANNELSIn order for you to qualify to earn a Referral Fee, Client must be directed to OFX via one of the following channels: (i) the Referral Link; (ii) a written introduction sent by Affiliate to Client and OFX; or (iii) the submission of a lead generation form or other written notification, in the manner and format proscribed by OFX (each, an “Eligible Referral Channel”). OFX reserves the right in its sole discretion to disqualify any Client or any Qualifying Transaction if we determine in our sole discretion that such Client was not generated via an Eligible Referral Channel. You are not eligible to receive any Referral Fees for Clients registered for OFX services prior to the date of the referral (“Pre-Existing Clients”).
5. COMMISSIONS AND PAYMENT
- Referral Fees. Subject to the terms of this Agreement, OFX shall pay you a commission fee for each Qualifying Transaction conducted by a Client, calculated in accordance with Section 5(b) of this Agreement (“Referral Fee”). You may only earn a Referral Fee with respect to activity on the OFX Site occurring directly through an Eligible Referral Channel. OFX will have sole discretion in making any changes to Referral Fees, and the changes will become effective immediately. We will notify you if there are any changes to the Referral Fees by email to the email address you provided when registered.
- Qualifying Transactions. OFX will pay Affiliate a Referral Fee calculated as a percentage of Gross Revenue generated from Qualifying Transactions. The commission percentage you receive will be specified upon approval. “Gross Revenue” means the gross profits received by us in relation to each Qualifying Transaction conducted by a Client. A “Qualifying Transaction” means a money transfer conducted by a Client which meets the following criteria: (i) the Client was directed from an Eligible Referral Channel; (ii) the Client booked and executed a money transfer on the OFX Site; and (iii) OFX received cleared funds from the Client and remitted the purchased currency to the designated payee. Transactions that are cancelled or refunded will not qualify for a referral fee. OFX reserves the right to reject any Client that does not comply with OFX policies and procedures or any applicable laws. For the avoidance of doubt, transactions booked by Affiliates or any entity under the common control of Affiliate are not eligible for a Referral Fee.
- Payment of Referral Fees. Referral Fee payments will only be paid to Affiliate when the Base Threshold is reached. The “Base Threshold” means the amount of Referral Fees owed to the Affiliate has reached the sum of USD $500. Referral Fees are payable within ten (10) business days from the first day of the following month once the Base Threshold is accrued in any given month. If the Referral Fees in any calendar month is less than the Base Threshold, the amount will be rolled over month-to-month until the Base Threshold is achieved. In order to receive your first payment, you must submit an accurate and up-to-date W-8/W-9 tax form.
6. INTELLECTUAL PROPERTY
- Trademark License by OFX. Subject to the terms and conditions herein, OFX hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable revocable, license to use our logos, names, trade names, domain names, trademarks and similar identifying material (collectively, the “OFX Marks”) for the term of this Agreement and solely for the purpose of generating Qualifying Transactions from your website. You must obtain written approval from us for the use of the OFX Marks in each instance and such approval shall be in the sole discretion of OFX. Any use of OFX Marks must comply with all guidelines, standards and policies provided by OFX. You agree not to modify, alter or change the OFX Marks in any way. You further agree that you will not form any combination marks with OFX Marks, or adopt, use or attempt to register any trademarks, service marks or trade names that confusingly similar to OFX Marks Unless earlier revoked by OFX, this license terminates upon the effective date of the termination of this Agreement. Upon termination of this Agreement, you shall immediately cease to use any OFX Marks, information, and promotional materials. You further agree upon termination of this Agreement to remove any OFX Marks from items and locations under your control.
- Trademark License by you. Subject to the terms of this Agreement, you hereby grant OFX a royalty-free, non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement to use your trademarks, logos, names, trade names, domain names, or similar identifying items (“Your Marks”) to perform activities and obligations contemplated under this Agreement. OFX expressly acknowledges your sole and exclusive ownership of Your Marks and agrees not to take any action inconsistent with such ownership. OFX agrees not to form any combination marks with Your Marks, or adopt, use or attempt to register any trademarks, service marks or trade names that are confusingly similar to your Marks. Upon termination of this Agreement, OFX will immediately cease to use any Your Marks, information, and promotional materials and will remove Your Marks from items and locations under its control.
- Reservation of Rights. Each party shall continue to own all rights, title and interest in and to its patents, know-how, trade-secrets, software, trademarks and other intellectual property, subject only to the license rights expressly granted herein. Except for the limited license expressly set forth above reserves all right, title and interest, including all intellectual property and proprietary rights, in the Licensed Materials, the Referral Link, API, marketing materials, documentation, content, any domain names owned or operated by us or our affiliates, or any other intellectual property or technology that we provide to you for use in connection with the Affiliate Program.
- Promotional Activities. You shall not create, publish, or distribute any advertising, marketing materials or other public communication without first obtaining our express written consent. In promoting OFX, you agree that you will not make any representations, promises, warranties or other statements about OFX or the OFX website, products, services or policies other than those expressly approved by OFX.
- Email Marketing. If you intend to promote our products and services through the use of email campaigns, you must adhere to the following:
- Comply with all applicable law including but not limited to provisions of the CAN-SPAM Act of 2003 and any other anti-spam legislation that governs the transmission of unsolicited commercial electronic messages (as that term is defined in the statute) that advertise or promote our products or services.
- All emails initiated by Affiliate, must identify Affiliate as the sender and may not imply or suggest that that the email is sponsored by OFX or otherwise being sent on behalf of OFX.
- Affiliate must include an opt-out or unsubscribe mechanism on each email communication.
- All emails must be submitted for prior written approval by OFX.
- Social Media. You may promote OFX on social media platforms such as Twitter, Facebook, Instagram, et al. (“Social Media Platforms”) only in accordance with the following guidelines:
- You may use or display the Referral Link, or otherwise promote OFX, on your own pages or profiles; provided that you do not violate any terms of service of the Social Media Platform in connection with your marketing activities.
- You may not post your Referral Link on OFX’s company Social Media Platform pages or profiles in an attempt to generate Qualifying Transactions.
- You may not run any paid advertisements on Facebook or any other Social Media Platform that utilize OFX trademarks, logos or branding.
- You may not create a social media account that includes OFX’s trademark in the page name and/or user name.
- Sub-Affiliate Networks. Subject to the terms and conditions of this Agreement, you may promote OFX through a sub-affiliate network. You acknowledge and agree that you will be responsible for ensuring that all sub-affiliates promoting OFX adhere to the Affiliate Program terms and conditions contained herein, including but not limited to restrictions on advertising through paid placements. You further acknowledge and agree that you will be solely liable for any violations of the terms and conditions of this Agreement by a sub-affiliate and that such violation may result in termination of this Agreement by OFX. Failure to comply with sub-affiliate terms may result in loss and/or reduction of Referral Fees from sales made through any sub-affiliate that does not comply with the terms of this Agreement.
8. PROHIBITED ACTIVITIESIf you fail to comply with any of the provisions of this Section 7, we may withhold or void any Referral Fees otherwise earned under this Agreement.
- Paid Search Advertising. You shall not bid on, register or purchase any keywords, search terms, AdWords, Pay-per-Click words, domain names or other identifiers that include any Protected Keywords or any misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search service including but not limited to Google, MSN, Yahoo. “Protected Keywords” include without limitation: OFX, OFX.com, USForex, CanadianForex, OzForex, or UKForex.
- Misrepresentations. You shall at all times represent yourself and your website(s) as independent from OFX and not engage in any acts or omissions that could reasonably cause confusion among end-users as to our relationship with you or any third party, including but not limited to the following:
- Mispresenting or embellishing the relationship between you and OFX by stating or implying that you are formally associated with OFX.
- Offering, suggesting or giving any impression that you yourself are performing the service offered by OFX.
- Identifying your website as the “official site” of OFX.
- Linking Restrictions. You agree that you will not manipulate, alter or modify the Referral Link. You must identify any and all domain names/websites in which you intend to display or otherwise use the Referral Link on your Affiliate Program application.
- Website Restrictions. OFX may reject your Affiliate Program application or end your participation in the Affiliate Program if your website is deemed at any time and in OFX’s sole discretion, to be in violation of the OFX Acceptable Use policy (available on our website) or otherwise unsuitable. Unsuitable websites include without limitation those that:
- Display or provide content that is profane, obscene, pornographic or sexually explicit or excessively violent, harassing or otherwise objectionable;
- Sell or promote products or services that are illegal in the location in which the content is posted or impermissible under the OFX Acceptable Use policy;
- Contain any viruses, worms, harmful code, time bombs, cancelbots, Trojan horses or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- Include any content or materials that infringe in any way or violate any third-party’s intellectual property, publicity, privacy or other rights;
- Violate any law, rule or regulation;
- Contain any software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website (this includes toolbars, browser plug-ins, extensions and add-ons).
- Confidential Information. “Confidential Information” shall include any and all information associated with a party’s business and not publicly known, including but not limited to information concerning the other party’s proprietary business procedures, products, services, operations, as well as specific business and financial information, customer lists, pricing and service information, technical processes and formulas, software, customer data, product designs, business plans, marketing data and any other information provided or made available to the other party in during the negotiation or performance of this Agreement, whether or not such information is labeled or marked as confidential by such party. Confidential Information shall not include any information that the receiving party can prove: (i) was already in the public domain, other than as a result of a breach of this Agreement; (ii) was already in possession of the receiving party at the time of disclosure of such information; or (iii) was independently developed by the receiving party without use of or reference to the other party’s Confidential Information.
- Use of Confidential Information. Each party and its respective affiliates, directors, officers, employees and agents will keep all Confidential Information of the disclosing party confidential. Each party further agrees that it will take all reasonable steps, at least equivalent to the steps to protect its own proprietary information, to prevent the use, duplication, or disclosure of the other party’s Confidential Information. Each party agrees to use the other party’s Confidential Information solely as necessary to perform its obligations under this Agreement and shall restrict disclosure or access to the Confidential Information to only those employees or agents who are directly involved in negotiating or performing obligations under this Agreement. Such employees or agents will be subject to confidentiality provisions at least as stringent as the provisions contained herein.
- Compelled Disclosure. Notwithstanding the foregoing, a party may disclose Confidential Information of the other party as required by law, regulation or order of any court of proper jurisdiction over the parties, provided that: (i) the receiving party shall give the disclosing party prompt written notice of such required disclosure (if legally permissible); (ii) use commercially reasonable efforts to cooperate with the disclosing party seek confidential treatment of any information that it is required to disclose; and (iii) only disclose such portion of the Confidential Information that is legally required (in the opinion of counsel).
- Unauthorized Disclosure. Upon discovery of any suspected or actual unauthorized access, use or disclosure of Confidential Information, the receiving party will: (i) promptly notify the disclosing party of the security breach; and (ii) take all reasonable steps (at its own expense) necessary to prevent further unauthorized access, mitigate the effects of the security breach and/or regain possession of the Confidential Information.
- Return of Confidential Information. Upon termination of this Agreement, the receiving party will promptly return to the disclosing or destroy all Confidential Information (and any copies, extracts, or summaries thereof). The provision of this Section (Confidentiality) shall survive termination of this Agreement.
- Equitable Remedies. Both parties agree that in the event of a breach of this Section (Confidentiality) by a receiving party, the disclosing party may not have an adequate remedy solely in money damages and any such breach may cause irreparable harm. In the event of such breach, each party agrees that the other party shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including an injunction or specific performance.
- Compliance with Privacy Laws. Both parties agree to comply with all applicable privacy legislation and regulations (“Privacy Laws”) including without limitation the Gramm-Leach Bliley Act (GLBA) and the EU General Directive Protection Regulation (GDPR).
11. COMPLIANCE WITH LAWSIn connection with your participation in the Affiliate Program, you shall comply with any and all applicable laws, rules, regulations, ordinances, judgments, orders or other requirements of any governmental or quasi-governmental authority that has jurisdiction over you including but not limited to laws governing marketing via the Internet and email, the CAN-SPAM Act of 2003, and all other anti-spam laws. OFX may revoke this license at any time by providing written notice.
12. ENDORSEMENT DISCLOSUREYou must identify yourself as an affiliate in compliance with the Endorsement and Testimonial Guidelines published by the Federal Trade Commission (“FTC”). You shall include a disclosure statement on your Site or any blog/post, or social media post where the Referral Link is posted. For more information about FTC disclosure requirements, please review the FTC's Endorsements and Testimonials Guidelines. If you engage in “native advertising” in connection with the promotion of OFX products or services, you agree to comply with the FTC’s Enforcement Policy Statement on Deceptively Formatted Advertisements available at https://www.ftc.gov/system/files/documents/public_statements/896923/151222deceptiveenforcement.pdf and any related guidelines.
13. TAXESYou are responsible for the payment of all taxes related to the Referral Fees you receive pursuant to this Agreement. In compliance with U.S. tax laws, we will issue a Form 1099 to you if the amount of your calendar-year earnings resulting from Referral Fees meets or exceeds the applicable threshold. Prior to the payment of any Referral Fees earned pursuant to this Agreement, you provide a completed W-9 form.
14. TERM AND TERMINATIONThe term of this Agreement will begin upon our acceptance of your application and will end when terminated by either you or us. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon termination of this Agreement, any and all licenses granted hereunder shall terminate immediately. You shall immediately stop using the Referral Link and all OFX Marks together with any other materials provided or made available to you under this Agreement. All rights to payment, causes of action and any provisions that by their terms are intended to survive termination, shall survive termination of this Agreement. OFX will not pay any Referral Fees to Affiliate for any Qualifying Transactions conducted by a Client after the effective date of termination.
15. INACTIVE ACCOUNTSWe reserve the right in our sole discretion to terminate any accounts that are deemed “inactive.” An Affiliate account will be considered inactive if it fails to generate any Qualifying Transactions for a period of 12 months or longer. In the event that your account and thereby your participation in the Affiliate Program is deactivated, this Agreement will terminate.
16. RELATIONSHIP OF THE PARTIESThe relationship of OFX and Affiliate shall be and shall at all times remain that of independent contractors. Nothing in this Agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between the parties and neither party shall be authorized to assume or create or attempt to assume or create, directly or indirectly, any obligation on behalf of, or in the name of the other party.
17. PUBLICITY; PRESS RELEASES.Neither party will make any announcement or issue any statements to the public concerning the relationship between them or the transactions described herein without the prior written consent of the other party.
18. MODIFICATIONOFX reserves the right, in its sole discretion, to change the terms of this Agreement at any time. If OFX makes any material changes to this Agreement, OFX will notify you by posting a revised agreement or a notice of changes on the OFX website. The most current version of the Agreement will supersede all previous versions. Any changes to this Agreement will become effective immediately. Your continued participation in the Affiliate Program constitutes your acceptance of such changes. We encourage you to review the Agreement periodically to stay informed about updates and changes. If you object to any changes in the Agreement, your sole and exclusive remedy will be to cease participation in the Affiliate Program.
19. LIMITATION OF LIABILITYOFX’S TOTAL AGGREGATE LIABILITY FOR DAMAGES OF ANY KIND FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER THEREOF SHALL BE LIMITED TO THE REFERRAL FEES PAYABLE TO YOU BY OFX HEREUNDER IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL OFX, ITS SUPPLIERS OR LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE TO YOUOR TO ANY OTHER THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND OR FOR ANY LOSS OF REVENUE, PROFITS OR DATA, EVEN IF OFX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
20. DISCLAIMERTHE AFFILIATE PROGRAM, THE OFX SITE AND ANY SERVICES OFFERED BY OFX TOGETHER WITH ANY SPECIAL LINKS OR OPERATIONAL DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY US IN CONNECTION WITH THE AFFILIATE PROGRAM IS PROVIDED “AS IS.” IN ADDITION, WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR ANY SERVICES OFFERED THROUGH THE AFFILIATE PROGRAM (INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF DEALING, PERFORMANCE OR TRADE USAGE). MOREOVER, WE MAKE NO REPRSENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY SUCH INTERRUPTIONS OR ERRORS.
21. INDEMNIFICATIONYou will indemnify, hold harmless and defend OFX, its affiliates, and their respective officers, directors, employees, representatives and agents (“OFX Indemnified Parties”), from and against any and all costs, liabilities, losses, and expenses (including reasonable attorneys’ fees) resulting from any claim, suit, action, governmental claim or action, or other proceeding brought against OFX Indemnified Parties by any third party based on or arising from: (i) any actual or alleged breach of any of the terms of this Agreement or any covenant, obligation, representation or warranty made by you; (ii) the content and/or activities of your website (including any allegation that such content infringes upon a third-party’s proprietary rights); or (iii) the provision of services in violation of or in breach of any applicable law or agreement with any third party; or (iv) the acceptance of commissions or fees in relation to referrals in violation of any law or industry-specific regulation.
22. ASSIGNMENTOFX may assign this Agreement at any time. You may not assign any right or any obligation under this Agreement without the prior written consent of OFX, which shall not be unreasonably withheld. Subject to the foregoing, this Agreement will be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties.
23. NON-EXCLUSIVEYou understand and agree that we may at any time enter into agreements with Affiliates and other marketing partners on the same or different terms as those provided to you under this Agreement and that such affiliates or marketing partners may be similar or competitive to you.
24. NOTICESAll notices required or permitted under this Agreement must be in writing and shall be sent by email (with delivery receipt requested) or by nationally recognized overnight delivery service. Notice is deemed effectively given: (i) upon transmission, when transmitted by email, unless notification of undelivered message or similar is received; or (ii) upon delivery, when sent by overnight delivery service. Any such notice shall be sent to:
49 Stevenson St, 13th Floor, San Francisco, CA 94105
Attn: General Counsel
You: To the email or address specified by you when you registered for the Affiliate Program.
25. MISCELLANEOUSIf any provision of this Agreement is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction. The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other subsequent default or breach. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of California, without regard to any conflict of law provisions, with exclusive jurisdiction in the federal or state courts located in the County of San Francisco. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The headings in this Agreement are for the convenience of reference only and have no legal effect. This Agreement contains the entire agreement between the parties in relation to this subject matter and supersedes all prior and contemporaneous negotiations, promises, covenants, agreements, representations, arrangements, undertakings and understandings relating to the subject matter hereof.
Last Updated: December 6, 2018