Simplepay Rewards Fundraiser Affiliate Terms and Conditions

Updated December 3, 2024

Legally Binding

Thank you for joining the Simplepay Rewards Fundraiser Affiliate Program (the “Program”, “Fundraiser Affiliate Program”, “Simplepay Fundraiser Affiliate Program”)! PLEASE READ THESE FUNDRAISER AFFILIATE TERMS AND CONDITIONS CAREFULLY. By creating a Fundraiser Affiliate account, accessing, using or participating in our Fundraiser Affiliate Program or elements of it, you, the Fundraiser Affiliate, are entering into this Agreement with Simplepay, LLC d.b.a. Simplepay Rewards and agree to comply with and be legally bound by these terms and conditions. If you do not agree to these terms and conditions, you must not create a Fundraiser Affiliate account or access, use, or participate in our Fundraiser Affiliate Program or elements of it.

Except in the case of supersession by Written Agreement, this document shall constitute the entire Agreement between you and Simplepay regarding your participation in the Fundraiser Affiliate Program.

Definitions

One-Time Revenue Share

One-time revenue share shall be calculated and approved once for each referred customer. To generate the one-time revenue share, the following criteria must be met:

1. 1. The Fundraiser Affiliate must be in good standing.
   2. The referred customer must not be delinquent.
   3. The referred customer must have been active (subscribed to at least one invitation code subscription plan) for a period of 45 days, as determined by measuring the passage of time starting from the referral activation date. This time-period is referred to as the one-time revenue share qualification period.

Once these criteria have been met the one-time revenue share shall be included in the amount approved for payment.

Recurring Revenue Share

Recurring revenue share shall be calculated and approved once for each referred customer. To generate the recurring revenue share, the following criteria must be met:

1. 1. The Fundraiser Affiliate must be active and in good standing at the time the Referred Customer pays its recurring Subscription Fees to Simplepay.
   2. The referred customer must not be delinquent.
   3. The referred customer must have completed a recurring subscription payment for an active subscription to at least one invitation code subscription plan, and at least 15 days has passed, as determined by measuring the passage of time starting from the referral recurring payment date. This time period is referred to as the recurring revenue share qualification period.

Once these criteria have been met the recurring revenue share shall be included in the amount approved for payment.

One-time and Recurring Revenue Share shall be calculated according to the following schedule based on the total income received from the referred customer during the one-time and recurring revenue share qualification periods:

1. Introduction
   • These Fundraiser Affiliate Program Terms and Conditions (“Agreement” or “Terms”) are a legal agreement between (a) the fundraiser affiliate program participant (the “Fundraiser Affiliate”, “YOU”, “You”, “you”, “YOUR”, ”Your”, “your”, “YOURSELF”, “Yourself”, or “yourself”), and (b) Simplepay, LLC d.b.a. Simplepay Rewards (“Simplepay,” “Simplepay Rewards”, “we,” “us,” or “our”), the owner and operator of invitation code subscription services through our websites (including SimplePayRewards.com), and personnel (collectively, the “Services”).
   • You represent, warrant, and agree that (a) you have the full power and authority to enter into and perform under these Terms, or (b) if you are joining the Program on behalf of an organization, entity, or group that you are authorized to accept these Terms on such organization’s, entity’s, or group’s behalf.
   • Updates to the Terms. We reserve the right to make changes to these Terms at any time at our sole discretion. If we make changes to these Terms, we will provide notice of such changes by revising the date at the top of these Terms. Your continued participation in the Program following any changes will constitute your acceptance of such changes. Please periodically review these Terms and check for any updates.
2. Eligibility and Registration
   1. Participation:
      To participate in our Fundraiser Affiliate program:
      1. Purchase (no cost for a Fundraiser Membership Subscription) and maintain an active Simplepay Fundraiser Membership subscription which also establishes a user account at simplepayrewards.com. YOU MUST PURCHASE (no cost for a Fundraiser Membership Subscription) AND MAINTAIN AN ACTIVE SIMPLEPAY FUNDRAISER MEMBERSHIP SUBSCRIPTION.
      2. Create a Fundraiser Affiliate account at simplepayrewards.com. The link to the Fundraiser Affiliate registration page can be found in the “My Account” dashboard, at the “Affiliate-area” tab after a Fundraiser Membership subscription is completed and a user account is established.
      3. Keep your fundraiser membership subscription in good standing
      4. Keep your Fundraiser Affiliate account in good standing
   2. Simplepay may approve or deny any application for membership in the Program for any lawful reason or no reason.
   3. You must be at least eighteen (18) years of age, or any higher minimum age in the jurisdiction where you reside, to register for a Program account (an “Account”). By registering for an Account, You represent and warrant that You are at least 18 years of age and may legally agree to this Agreement. Simplepay Rewards assumes no responsibility or liability for any misrepresentation of Your age.
   4. You must be eligible to receive Fundraiser Affiliate payments via a payment provider or process identified by Simplepay, which may change from time-to-time. At this time, revenue share are paid via PayPal. Please refer to PayPal’s policy to confirm that you are eligible to receive payments via PayPal. https://www.paypal.com/webapps/mpp/country-worldwide. Simplepay is not responsible for any transaction fees charged by PayPal or any other payment provider.
   5. You are not eligible for the Program if you are located and reside outside of the United States.
   6. By applying for the Program, you agree to (a) provide accurate, truthful, current, and complete information; (b) maintain and promptly update your information upon any changes; (c) maintain the security of your Account by protecting your password and restricting access to your Account; (d) promptly notify Simplepay if you discover or otherwise suspect any security breaches or unauthorized access related to your Account, the Services, or the Program; and (e) take responsibility for all activities that occur under your Account and accept all risks of any authorized or unauthorized access to your Account.
   7. If there is a dispute about the ownership of an Account, we reserve the right to investigate and determine ownership of the Account based on our reasonable judgment.
3. Fundraiser Affiliate Websites
   1. You represent, warrant, and agree that any Fundraiser Affiliate’s websites from which the Fundraiser Affiliate promotes Simplepay and the Services (collectively, the “Fundraiser Affiliate Websites”) shall not (a) infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, confidentiality, moral, or privacy right, or any other proprietary or intellectual property right; (b) violate or promote the violation of any law; (c) be defamatory, fraudulent, false, misleading, or deceptive; (d) constitute, consist of, or enable spam, phishing attempts, “chain letters”, “pyramid schemes”, or Malicious Activity (defined below); (e) be pornographic, vulgar, exploitative of children, or otherwise obscene; (f) include nudity or sex-related/themed products, services, or other material; or (g) promote terrorism, violence, discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group. Determining whether Customer Content is in violation of these Terms shall be at Simplepay’s sole discretion.
   2. Fundraiser Affiliate is fully responsible for and retains all rights and ownership in its Fundraiser Affiliate Websites. The Fundraiser Affiliate acknowledges and agrees that Simplepay (a) has no obligation to review, monitor, validate, correct, or update Fundraiser Affiliate Websites in any way, and (b) expressly disclaims any liability arising from the Fundraiser Affiliate Websites.
4. Fundraiser Affiliate Responsibilities & Restrictions
   1. Fundraiser Affiliate shall comply with all applicable local, state, national, and international laws and regulations, including, but not limited to, United States trade sanctions and export-control laws, consumer protection, advertising, anti-bribery, export-control, and data privacy laws. You may not participate in the Program for or on behalf of any person or organization subject to embargoes, sanctions, or otherwise designate on any list of prohibited parties, including but not limited to lists maintained by the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority. You agree to cooperate with Simplepay, including the provision of information reasonably requested by Simplepay, to ensure Simplepay’s compliance with applicable laws in connection with your participation in the Program.
   2. Fundraiser Affiliate agrees to promptly assist Simplepay in complying with any applicable laws, including data subject requests that Simplepay may receive from any individuals referred to Simplepay by Fundraiser Affiliate. Fundraiser Affiliate further agrees to promptly assist Simplepay in complying with any duties to cooperate with supervisory authorities under applicable data protection laws.
   3. Fundraiser Affiliate shall only receive credit for referring potential customers to Simplepay who (a) provide valid contact information upon registering for the Simplepay Rewards Fundraiser Affiliate Program; (b) are not bots, fake, illegitimate, or otherwise fraudulent; and (c) meet the eligibility requirements set forth in our Terms of Use and this Fundraiser Affiliate Terms and Conditions, respectively.
   4. Fundraiser Affiliate Advertising
      1. Subject to the restrictions set forth in these Terms, Fundraiser Affiliate is responsible for the content, communications, and materials, including the form and format thereof, used by the Fundraiser Affiliate to promote Simplepay or the Services in connection with the Program (“Promotional Content”). Fundraiser Affiliate shall not modify, change, customize, copy, or imitate any of Simplepay’s Property or ShoppingBoss’ Property (defined below), including Simplepay’s or ShoppingBoss’ trademarks, logos, banners, and graphics, when using any of Simplepay’s or ShoppingBoss’ Property in or as part of the Promotional Content. Authorized versions of Simplepay’s Property that may be used in Promotional Content are available in the Fundraiser Affiliate’s Account as provided on the “Creatives” tab in the Fundraiser Affiliate Area. None of ShoppingBoss’ property is authorized or approved for use by Fundraiser Affiliate.
      2. Fundraiser Affiliate shall promptly comply with Simplepay’s instructions to modify or remove Promotional Content.
      3. Promotional Content shall include a disclosure that Fundraiser Affiliate is a member of the Program and has a marketing relationship with Simplepay. Fundraiser Affiliate shall not conceal its relationship with Simplepay or obscure its participation in the Program in any way; nor shall Fundraiser Affiliate represent or imply that it is a Simplepay partner, employee, or other representative of Simplepay.

5. Fundraiser Affiliate Code of Conduct.Fundraiser Affiliate shall abide by the highest standards of ethics and professionalism. Without limiting the generality of the foregoing, Fundraiser Affiliate and/or your Promotional Content shall not, in connection with the Program:
   1. Misrepresent the Services in any way, including its prices, plans, discounts, or functionality;
   2. Offer or provide any warranties, guarantees, incentives, rewards, or indemnities, except as set forth in our Terms of Use or approved in writing by Simplepay;
   3. Disparage Simplepay and its representatives, the Services, or the Program;
   4. Use any illegal or spam method of advertising;
   5. Compete or interfere with Simplepay’s direct advertising efforts. From time to time Simplepay may opt to engage in direct online advertising. The Fundraiser Affiliate shall not place advertisements targeting Simplepay’s trademarks and service marks or place advertisements that in any way advertise or display Simplepay’s trademarks or service marks. This means, among other things, that the Fundraiser Affiliate shall not bid (in regards to online advertising, including but not limited to Pay per Click or Pay per Impression campaigns) on any keywords or phrases containing Simplepay trademarks, service marks, registered trademarks, or registered URLs, or on any variations, abbreviations, or misspellings of the same;
   6. Refer traffic to Simplepay through any pay to read, pay to click, banner exchanges, click exchanges, PPC advertising, pop-up/under, press releases, or similar methods;
   7. Use iframes or any other techniques or technology to add the Fundraiser Affiliates tracking cookie to a referral by any means other than an actual click-through via link or page assigned by Simplepay;
   8. Use link cloaking, or masking techniques or technology, with the goal of promoting Simplepay on websites and/or networks not explicitly listed in the Fundraiser Affiliate Account Area, the “Affiliate-area” tab within “My Account”;
   9. Display Simplepay.com, “Simplepay”, Simplepay’s logos or trade names, or any variation, abbreviation, or misspelling thereof in any domain or subdomain name, social media profile, or as part of the name or description of any other online or offline presence. For the purpose of ensuring clarity, it is acceptable for “Simplepay” to appear in the path portion of a URL of a page on an Fundraiser Affiliate Website. For example, “fundraiser-affiliate-website-domain[.]com[/]Simplepay-review” is acceptable (including “Simplepay” in the path portion of the URL), but “Simplepay-review-site[.]com” is not acceptable (including “Simplepay” in the domain);
   10. Promote non-existing Simplepay discounts or refer to any discount offered by Simplepay on an ongoing basis as coupon codes, deals, seasonal discounts, or exclusive discounts;
   11. Place links to Simplepay or refer to Simplepay in any way on coupon websites;
   12. Place a fundraiser affiliate link directly on, a third-party social network or content hosting platform. The Fundraiser Affiliate is not prohibited from placing Fundraiser Affiliate links on video streaming platforms and open-source code repositories;
   13. Promote Simplepay as part of any incentivized programs or any other third-party schemes where special incentives (e.g., rewards, discounts, cashback, etc.) are offered in order to attract and retain customers;
   14. Self-refer or refer yourself in any fashion. This includes referral of any operation or website in which the Fundraiser Affiliate has a controlling, proprietary, or equitable interest. Any referral where payment is made utilizing a form of payment controlled by or belonging to the Fundraiser Affiliate shall be considered a violation of these Terms. Referring family members, friends, and acquaintances is acceptable
6. Malicious Activity.You agree not to engage in, attempt to engage in, or encourage or assist others to engage in any Malicious Activity while participating in the Program. “Malicious Activity” means any of the following alone or in combination: (i) use, display, mirror, or frame the Program or any individual element within the Program; (ii) access or tamper with non-public areas of the Program, Simplepay, or its Services; (iii) test the vulnerability of any Simplepay system or breach any security or authentication measures; (iv) circumvent any measure implemented by Simplepay or any third party to protect the Services; (v) copy, modify, decompile, disassemble, reverse engineer, tamper with, or attempt to derive the source code of any part of the Services; (vi) interrupt, damage, destroy, or limit the functionality of the Services; or (vii) host, upload, or in any way transmit malware, viruses, or any other malicious code or activity. Fundraiser Affiliates shall cooperate with Simplepay to promptly isolate, mitigate, and eliminate any Malicious Activity and take appropriate corrective action.
7. Referral Revenue Share
   1. Fundraiser Affiliate referrals shall be made by way of a hyperlink or page provided by Simplepay which is presented to a potential Simplepay customer in a format approved by Simplepay (“Fundraiser Affiliate Link”). A potential Simplepay customer shall become a “Referred Customer” when they click on a Fundraiser Affiliate Link, register for a Simplepay account, and create and complete payment for an invitation code subscription. Fundraiser Affiliates shall not be eligible for any Revenue Share in relation to such a customer until an invitation code subscription is activated and paid-for. Fundraiser Affiliates may present a Fundraiser Affiliate Link to a potential Simplepay customer using one of the following referral mechanisms:
      1. By placing the Fundraiser Affiliate Link on a Fundraiser Affiliate Website or any other tool such as a Fundraiser Affiliate owned linktr.ee or similar account page, application, platform, or document owned by the Fundraiser Affiliate.
      2. By sharing the Fundraiser Affiliate Link via email or another messaging service with a potential Simplepay customer from the Fundraiser Affiliate’s personal or professional network or one who has opted in to receive marketing communications from the Fundraiser Affiliate.
      3. By placing the Fundraiser Affiliate Link in the documentation of a code repository (e.g. Github repo) or in the description of a video hosted by a third-party video streaming platform (e.g. YouTube) where the repository or video in question is managed by the Fundraiser Affiliate and where such placement complies with these Terms and the Terms of the third-party platform.
   2. Simplepay reserves the right in its sole discretion to deactivate and remove Referred Customers from the Program which have failed to maintain an active invitation code subscription plan or otherwise violate the Terms of Use.
   3. Fundraiser Affiliate is eligible for one-time and/or recurring referral payments from Simplepay (“Revenue Share”) upon all of the following conditions being met:
      1. Referred Customer is not an existing customer of Simplepay, with an email address that is already in use by the existing customer of Simplepay;
      2. Referred Customer has completed payment to Simplepay for the invitation code Subscription Services (the “Fee”);
      3. Fundraiser Affiliate’s Account is active at the time the Referred Customer pays its Fees to Simplepay.
   4. The amount of and methodology of calculating Revenue Share are determined, and subject to change by, Simplepay in its sole discretion. Revenue Share amounts and methodology, and updates thereto, are available
      1. Fundraiser Affiliate Revenue Share is set at 50% of the monthly net invitation code subscription price (Subscription price less discounts).
      2. Invitation Code Subscription levels are as follows (as of 10/1/2024), not including discounts:
         1. $7 for a monthly subscription of one (1) invitation code
         2. $21 for a monthly subscription of three (3) invitation codes
         3. $35 for a monthly subscription of five (5) invitation codes
         4. $70 for a monthly subscription of ten (10) invitation codes
      3. A one-time Revenue Share will be awarded for the initial invitation code subscription payment processed
      4. A recurring Revenue Share will be awarded for the subsequent invitation code subscription payment processed
   5. Revenue Share is calculated based on the actual invitation code Subscription Fees paid by the Referred Customer, exclusive of any taxes (such as value added tax, sales tax, goods and services tax, etc.), levies or duties owed by the Referred Customer. If the Referred Customer has received a discount, the Revenue Share is calculated from the discounted Fee. One-time fees and overage fees shall not be considered in the calculation of Revenue Share. Upgraded and add-on invitation code subscriptions shall be included in the calculation of Revenue Share. If any Fees are refunded to a Referred Customer for any reason, Simplepay may set off such amounts from Fundraiser Affiliate’s set off Revenue Share.
   6. Revenue Share shall only be paid to one Affiliate (whether the affiliate is an Affiliate or Fundraiser Affiliate) for each Referred Customer. If there is a dispute as to which Affiliate should receive a Revenue Share/Commission, at its own discretion Simplepay shall determine which Affiliate shall receive the Revenue Share/Commission, and Simplepay’s decision in this matter shall be final.
   7. When a potential Simplepay customer clicks on an Affiliate Link or Page, a tracking cookie will be stored by the web browser used by the potential Simplepay customer when they click on the Affiliate Link or Page. The tracking cookie will have a validity of 30 days. During those 30 days if the potential Simplepay customer clicks on a different Affiliate Link or Page while using the same web browser, a new cookie will be placed and will overwrite the original cookie. After 30 days have passed since the last cookie was set, it will expire and a new cookie will be placed if the potential Simplepay customer clicks on any Affiliate Link or Page. Tracking cookies are stored by individual web browsers. If a potential Simplepay customer clicks on different Affiliate Link or Page using different web browsers each web browser will store a tracking cookie associated with the Affiliate Link or Page that was accessed within that web browser. At signup, the Referred Customer will be assigned to the Affiliate whose Affiliate Link or Page is identified by the tracking cookie stored by the web browser used by the Referred Customer to sign up.
   8. Simplepay is not responsible for tracking cookies that have been either intentionally or unintentionally deleted. No Revenue Share/Commission will be paid for tracking errors of any kind, including, without limitation, any tracking errors caused by Affiliate’s editing, masking, or tampering with an Affiliate Link.
   9. Revenue Share shall only be paid when the balance of all Revenue Share due is greater than or equal to $10.00. All requested tax documents (e.g., Form W-9) from Fundraiser Affiliate is required before total Revenue Share to be paid exceeds $600 for the calendar year.
   10. Simplepay is not responsible for lost, stolen, or misdirected Revenue Share payments.
   11. Fundraiser Affiliate is solely responsible for all tax obligations due to all taxing authorities arising from or in connection with your participation in our Program. Simplepay will not withhold any taxes of any kind from your Revenue Share.
8. Termination
   1. Simplepay may in its discretion terminate the Program, this Agreement, and/or your Account at any time without formal notice, and Fundraiser Affiliate may terminate this Agreement at any time by providing written notice to Simplepay (collectively, “Termination”).
   2. Upon Termination, (a) Fundraiser Affiliate shall (i) immediately cease all use of Simplepay’s Property, including Simplepay’s logos, marks, banners, images, content, trademarks, and software, (ii) remove and return or destroy all Promotional Content, and (b) Simplepay shall have no further obligations to Fundraiser Affiliate under this Agreement, including the payment of any pending or prior earned Revenue Share.
   3. Upon any termination, expiration, discontinuance, or suspension of these Terms or the Program, any provision that, in order to give proper effect to its intent, should survive the termination, expiration, discontinuance, or suspension of these Terms or the Program, will survive such termination, expiration, discontinuance, or suspension of these Terms or the Program, including, but not limited to Sections 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17.
9. Simplepay’s Property
   1. The Services and the Program, and all proprietary rights related thereto, are the sole and exclusive property of Simplepay. Without limiting the generality of the foregoing, all rights, title, and interest in and to the Services and the Program, including any and all software, servers, artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the look, feel, and arrangement of the Services and the Program, methods, products, algorithms, data, logs, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered, and any derivations thereof (collectively, “Simplepay’s Property”) are owned by and/or licensed to Simplepay.
   2. Fundraiser Affiliate shall not assert any claim of ownership of, or any claim to, Simplepay’s Property and shall not take and shall not permit any action or omission in derogation of any of the rights in Simplepay’s Property, either during the term of this Agreement or thereafter.
10. Submissions
    1. We welcome questions, comments, suggestions, and ideas about Simplepay and our Program (“Submissions”). If you provide a Submission, whether by email or otherwise, you agree that it is non-confidential (unless we state otherwise in writing) and shall become the sole property of Simplepay.
    2. Simplepay shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Submissions for any purpose, commercial or otherwise. You agree that Simplepay is not obligated to provide acknowledgment or compensation to you in exchange for Submissions.
11. Confidentiality
    Any information provided to Fundraiser Affiliate relating to Simplepay’s business, customers, vendors, software, technology, or financial condition, or any other information designated as confidential by Simplepay (collectively, the “Confidential Information”) is a valuable asset which Simplepay desires to retain in confidence. Fundraiser Affiliate shall keep in confidence, and ensure its employees and subcontractors keep in confidence, all Confidential Information provided to or acquired by Fundraiser Affiliate and shall not disclose, divulge, or reveal the same, or any part thereof, directly or indirectly, to any person or persons, or make any use of such Confidential Information (other than in the performance of its obligations under this Agreement), without the express written consent of Simplepay.
12. Relationship of Parties
    The relationship between you and Simplepay is solely that of independent contracting parties. Nothing in this Agreement creates any agency, joint venture, partnership, franchise, or other form of joint enterprise, employment, or fiduciary relationship between us. Neither Simplepay nor you have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.
13. Audit and Inspection
    Simplepay reserves the right to request from the Fundraiser Affiliate information, documents, data, personnel, and other materials regarding the Fundraiser Affiliate Websites and Promotional Content. The Fundraiser Affiliate is required to provide complete, accurate, truthful, and detailed information to Simplepay upon request.
14. Limitation Of Liability
    1. NEITHER SIMPLEPAY, ITS OWNERS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, FUNDRAISER AFFILIATES, SUPPLIERS, OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR PROGRAM WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE OR PROFITS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SIMPLEPAY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
    2. IN NO EVENT WILL SIMPLEPAY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE AMOUNT OF YOUR EARNED AND UNPAID REVENUE SHARE.
    3. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SIMPLEPAY AND YOU.
15. Indemnity
    1. You agree to defend, indemnify, and hold harmless Simplepay (and each of our owners, officers, directors, employees, agents, contractors, licensors, suppliers, and affiliates) (collectively the “Simplepay Indemnitees”) from and against any and all losses, costs, expenses, damages, injuries, and/or liability of any kind, including attorney’s fees, that a Simplepay Indemnitee may incur or suffer as a result of any claims, suits, proceedings, or investigations asserted or commenced by any third party, which arise out of or are in any way connected with (a) your participation in the Program; (b) Fundraiser Affiliate Websites or Promotional Content; (c) your breach or alleged breach of these Terms; or (d) your violation or alleged violation of any law or the rights of a third party.
    2. We reserve the right, in our sole discretion, to control any action or proceeding, including selection of counsel, and determine whether we wish to settle it, and if so, on what terms, in which event you will cooperate with us in asserting any available defenses.
16. Dispute Resolution
    1. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES WITH SIMPLEPAY AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
    2. We want to address your concerns without resorting to a formal legal case. Before filing a formal legal claim against Simplepay, please contact us at legal@Simplepayrewards.com. We’ll try to resolve the dispute and address your concerns. If a dispute is not resolved within 15 days after submission, you or Simplepay may bring a formal proceeding as set forth in this Section 14.
    3. Any dispute, controversy, or claim arising out of or relating to the Program or these Terms, or the breach thereof, shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof; provided, however, that you and Simplepay are not required to arbitrate any dispute in which either party seeks equitable or injunctive relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, patents, or other confidential information or intellectual property.
    4. You and Simplepay agree that arbitration will occur exclusively in metropolitan Dallas, Texas (i.e., the city of Dallas or its surrounding suburbs or cities), and that arbitration will be conducted confidentially by a single arbitrator.
    5. If for any reason this agreement to arbitrate does not apply to the dispute, you and Simplepay agree that any judicial proceeding, including any appeal of an arbitration award, will be brought exclusively in the federal or state courts located in Rockwall County, State of Texas. Both you and Simplepay exclusively consent to venue and personal jurisdiction in Rockwall County, State of Texas, and BOTH SIMPLEPAY AND YOU WAIVE THE RIGHT TO A JURY TRIAL. If a judicial proceeding is brought in the state courts of Texas under this section 14.5, the parties consent and agree to the transfer of such proceeding to the First Business Court Division Court for Dallas, located in Dallas County.
    6. The Terms and the resolution of any disputes shall be governed by and construed in accordance with the laws of the State of Texas, USA without regard to its conflict of laws principles.
    7. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU WAIVE ANY RIGHT TO COMMENCE A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
17. Miscellaneous
    1. Our Privacy Policy is incorporated herein by reference and, together with these Terms, constitute the entire agreement of the parties and supersedes all prior and contemporaneous understandings between the parties regarding their collective subject matter.
    2. You may not assign any of your rights or obligations under these Terms without prior written consent from Simplepay. Simplepay may assign any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
    3. Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
    4. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.