This is a legally binding agreement. Please read these terms and conditions carefully. By clicking the button during the Registration to accept this Agreement, you represent that you have the full legal authority to enter this agreement on behalf of the party identified in the application and registration process, and in that capacity you acknowledge such party’s agreement to be bound by the terms and conditions set forth or referenced below. If you do not agree to these terms and conditions, do not apply as an affiliate using this Site.

Last Updated: 01 SEP 2023

1.     OVERVIEW

Your application and registration as an affiliate partner of Kingfisher Files using the website (including, without limitation, mobile websites) (collectively, the “Site”), and your activities as an affiliate (“Affiliate”) are subject to these affiliate terms, which we may update from time to time. Please read these Affiliate Terms carefully before submitting a Registration. These Affiliate Terms form a legal agreement entered into by and between Essential Deliverables, LLC (also referred to in these Affiliate Terms as “Kingfisher Files”, “we”, “us” and “our”) and the party (“you” and “your”) indicated during the registration process (such process and the information provided during such process, as amended from time to time through your login to your account in accordance with these Terms of Service, the “Registration”).  Your use of the Site is further governed by our Terms of Service, the terms of which are incorporated herein by reference. By applying or registering as an Affiliate within the Site, and/or by clicking “I Agree” to accept or agree to these Affiliate Terms Service when this option is made available to you, you signify your agreement to these terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Affiliate Terms”) and to comply with all applicable laws and regulations.

2.     APPLICATION

We reserve the right to approve or reject ANY Affiliate Program Registration at our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Registration. Following our review of your Registration, we will notify you whether your Affiliate Program Registration has been accepted or rejected.

3.     PROGRAM

Your participation in the Kingfisher Files Affiliate Program (the “Affiliate Program”) is solely to advertise the Kingfisher Files Site in order to receive a commission on memberships and products purchased by individuals referred to Kingfisher Files by your own website or personal referrals. We may provide you one or more means to associate your referrals with your Affiliate account. Final determination of any referral sources will be made in our sole discretion.

You may use graphic and text links advertising our Site both on your website and within in your email messages. You may also advertise the Kingfisher Files site in online and offline fliers and similar handouts. Any such use of the Kingfisher Files name, logo, and website shall be in strict compliance with our brand standards or other requirements communicated to you by Kingfisher Files. You may use the graphics and text provided by us, or you may create your own with our written approval prior to use. We reserve the right to require you to modify or cease any particular use at any time in our sole discretion.

4.     COMMISSIONS

We will communicate your Affiliate commission rate to you upon approval of your Registration. Commissions will be paid once a month. For an Affiliate to receive a commission, the referred account must remain active for a minimum of 31 days. You cannot refer yourself, and you will not receive a commission on your own accounts. Commissions will only be sent for transactions that have been successfully completed. Transactions that result in chargebacks or refunds will not be paid out.

5.     TERMINATION

Your affiliate Registration and status as an Affiliate in the Affiliate Program may be suspended or terminated at any time for any of the following reasons:

  • Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
  • Spamming (mass email, mass newsgroup posting, etc.).
  • Advertising on sites containing or promoting illegal activities.
  • Failure to disclose the affiliate relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws.
  • Violation of intellectual property rights. Kingfisher Files reserves the right to require license agreements from those who employ trademarks of Kingfisher Files in order to protect our intellectual property rights.
  • Offering rebates, coupons, or other form of promised kick-backs from your affiliate commission as an incentive. Adding bonuses or bundling other products with Kingfisher Files, however, is acceptable.
  • Self referrals, fraudulent transactions, suspected Affiliate fraud.
 

In addition to the foregoing, Kingfisher Files reserves the right to terminate any Affiliate Registration at any time, for any violations of this Agreement or for any other reason deemed necessary in our sole discretion.

6.     INTELLECTUAL PROPERTY

The Site as well as its contents, features, functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), and all information, products, and services offered by us to you in connection with the Site (collectively, the “Content”) are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights pursuant to international conventions and U.S. and other laws.

You do not acquire ownership rights to the Site or any Content.  Except as expressly set forth herein, these Affiliate Terms do not grant you any right, title, interest, license (express or implied) to any patent, trademark, service mark, copyright, trade secret or other intellectual property right of Kingfisher Files or the respective intellectual property owners.  As between us and you, we have and retain exclusive and valid ownership of the Site, the names and marks thereof, and all intellectual property, proprietary rights and documentation therein, and you acknowledge that the foregoing constitute valuable assets and may constitute trade secrets of Kingfisher Files.  Kingfisher Files, its associated logos, and all page headers, custom graphics, and other icons are service marks, trademarks, registered service marks, or registered trademarks of Kingfisher Files.  All other product names and company logos mentioned on the Site or in the information or content contained therein are trademarks of their respective owners.  In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or other logos from this Site, except as set forth herein, without the prior written authorization of Kingfisher Files or the respective owners of such information or intellectual property.  You agree that you will not remove, alter, or obscure any copyright, legal or proprietary notices in or on any portions of the Site or the information and content contained therein.

You may only use the Site and the Content as expressly permitted herein, and any other use is prohibited. You shall not adapt, reverse engineer, decompile, disassemble, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit the Site or the Content.  Any copying, republication, or redistribution of the foregoing, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of Kingfisher Files and/or the respective intellectual property rights holder identified in the subject content, which consent may be granted or withheld at the sole discretion of the rights holder.

7.     COUPON AND DEAL SITES

Kingfisher Files may occasionally offer coupons to select Affiliates or to our newsletter subscribers. If you’re not pre-approved / assigned a branded coupon, then you’re not allowed to promote the coupon. Below are the terms that apply for any Affiliate who is considering the promotion of our products in relation to a deal or coupon:

  • Affiliates may not use misleading text on affiliate links, buttons or images to imply that anything besides currently authorized deals to the specific affiliate.
  • Affiliates may not bid on Kingfisher Files Coupons, Kingfisher Files Discounts or other phrases implying coupons are available.
  • Affiliates may not generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Your link must send the visitor to the merchant site.
  • User must be able to see coupon/deal/savings information and details before an affiliate cookie is set (i.e. “click here to see coupons and open a window to merchant site” is NOT allowed).
  • Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the program immediately.
 

Pay per click bidding is NOT allowed without prior written permission.

8.     PERSONAL INFORMATION

Your submission of personal information through the Site is governed by our Privacy Policy. You acknowledge and agree that no consideration, whether monetary or otherwise, is tied to any personal information, including those individuals you may refer to our Site.

BY PROVIDING YOUR INFORMATION VIA THE REGISTRATION AND SITE, YOU AUTHORIZE KINGFISHER FILES, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, AND CONTRACTORS (INCLUDING A CALL CENTER) TO INITIATE ELECTRONIC COMMUNICATIONS BY E-MAIL, TELEPHONE CALLS TO NUMBERS (INCLUDING TO CELLULAR PHONE) THAT ARE PROVIDED THROUGH THE SITE OR AS PART OF THE REGISTRATION, AND TEXT MESSAGES (SMS OR MMS) TO CELLULAR PHONE NUMBERS THAT ARE PROVIDED THROUGH THE SITE OR AS PART OF THE REGISTRATION TO PROVIDE ORDER UPDATES OR OTHER PURPOSES RELATED TO THE SITE AND YOUR RELATIONSHIP WITH KINGFISHER FILES. YOUR CARRIER MAY CHARGE FOR THESE INCOMING CALLS OR MESSAGES. YOU CONSENT TO SUCH COMMUNICATIONS, WHICH MAY OCCUR BY USE OF AN AUTOMATIC TELEPHONE DIALING SYSTEM. TELEPHONE CALLS MAY BE RECORDED. STANDARD DATA AND MESSAGE RATES MAY APPLY FOR SMS AND MMS ALERTS, WHETHER YOU SEND OR RECEIVE SUCH MESSAGES, AND YOU AGREE TO BE RESPONSIBLE FOR ALL SUCH CHARGES. DO NOT SUBMIT YOUR INFORMATION IF YOU DO NOT CONSENT TO BEING CONTACTED BY TELEPHONE, TEXT, OR EMAIL.

9.     LIMITATION OF LIABILITY

IN NO CASE SHALL KINGFISHER FILES, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SITE OR THE AFFILIATE PROGRAM, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SITE OR PROGRAM, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE OR REGISTRATION FOR THE AFFILIATE PROGRAM, EVEN IF ADVISED OF THEIR POSSIBILITY.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 

YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION PROVISIONS IN THIS AGREEMENT ARE A MATERIAL INDUCEMENT AND CONSIDERATION FOR THE GRANT OF THE LICENSE CONTAINED IN THIS AGREEMENT AND FOR PROVIDING YOU WITH ACCESS TO THE REGISTRATION AND AFFILIATE PROGRAM.

IN THE EVENT A COURT OR ARBITRATION PANEL, AS THE CASE MAY BE, SHOULD HOLD THE LIMITATIONS OF LIABILITIES OR REMEDIES AVAILABLE UNDER THESE TERMS OF SERVICE, OR ANY PORTION THEREOF, ARE UNENFORCEABLE FOR ANY REASON, THEN YOU EXPRESSLY AGREE THAT UNDER NO CIRCUMSTANCES WILL THE TOTAL, AGGREGATE LIABILITY OF KINGFISHER FILES AND ITS EMPLOYEES, DISTRIBUTORS, AGENTS OR AFFILIATES, TO YOU OR ANY THIRD PARTY, FOR ANY CAUSE WHATSOEVER, EXCEED $100 U.S. DOLLARS, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE.

10. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Kingfisher Files and our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claims, liabilities, damages, demands, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Affiliate Terms, your violation of any law or the rights of a third-party, and your use of the Site and act as an Affiliate, including, but not limited to, any use of the Site’s content or our intellectual property other than as expressly authorized in these Affiliate Terms.

11. SEVERABILITY

In the event that any provision of these Affiliate Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Affiliate Terms, such determination shall not affect the validity and enforceability of any other remaining provisions. 

12. ENTIRE AGREEMENT; INTERPRETATION; NO WAIVER

These Affiliate Terms and any policies or operating rules posted by us on this Site constitutes the entire agreement and understanding between you and us and governs your application, registration and participation in the Affiliate Program, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Affiliate Terms). 

These Affiliate Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be transferred or assigned by Kingfisher Files without restriction. Any attempted sublicense, transfer, or assignment in violation of these Affiliate Terms is void. These Affiliate Terms will be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Our failure to exercise or enforce any right or provision of these Affiliate Terms shall not constitute a waiver of such right or provision. 

13. GOVERNING LAW; VENUE; DISPUTE RESOLUTION 

These Affiliate Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflict of law principles.  To the extent permitted by applicable law, the exclusive venues for any dispute arising out of or related to these Affiliate Terms shall be those state and federal courts having jurisdiction over the City of Clarksville, Tennessee and Montgomery County, Tennessee. YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THIS SITE AND/OR THESE TERMS, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. These Affiliate Terms operate to the fullest extent permissible by law.

14. CHANGES TO TERMS OF SERVICE

We reserve the right, at our sole discretion, to update, change or replace any part of these Affiliate Terms by posting updates and changes to our Site.  We will provide notice by, at a minimum, updating this posting.  However, if we make material changes to these Affiliate Terms, we will notify you either through the email address you have provided us or by means of a prominent notice on the Site before the change becomes effective. 

You can review the most current version of the Affiliate Terms at any time at this page.  It is your responsibility to check our Site periodically for changes.  Your continued use of or access to our Site following the posting of any changes to these Terms of Service constitutes acceptance of those changes. If any part of these Affiliate Terms or any future changes to these Affiliate Terms are not acceptable to you, you must discontinue your participation in the Affiliate Program.

Any changes to these Affiliate Terms will be in effect as of the “Last Updated” date referenced at the top of these Affiliate Terms.

15. CONTACT INFORMATION 

If you have any questions, you may contact us at hello@kingfisherfiles.com.