Chime Affiliate Program Agreement
By successfully registering as an affiliate in the Chime Affiliate Program (“Affiliate Program”) which is sponsored and administered solely by 1Debit Inc. (“Chime,” “us,” “we,” “our”) and accepting the following terms and conditions (the “Agreement”), you (“Affiliate,” “you,” “your(s)”) are entering into an agreement with Chime regarding your participation in the Affiliate Program and eligibility to receive payment (“Commission”) resulting from your participation in the Affiliate Program.
Chime may modify the Agreement at any time at our sole discretion by notifying the Affiliate by email. Continued participation in the Affiliate Program following such modification will constitute the Affiliate’s agreement to the modified Agreement. If any such modification is unacceptable to the Affiliate, the Affiliate’s sole recourse is to reject the modified Agreement and end participation in the Affiliate Program. We advise all Affiliates to frequently visit their Affiliate Program dashboard where the Agreement can be reviewed to determine if modifications are impending or have already been made.
1. Affiliate Program Application & Applicant’s Acknowledgment of Representations
To be considered for the Affiliate Program, a completed Affiliate Program application must be submitted to Chime. Chime may reject an application (at our sole discretion) if we believe the applicant’s website (“Affiliate Site”) is unsuitable. Unsuitability can be defined as any site that misrepresents the Chime brand or its products and/or publishes content containing hate speech, nudity and sexual activity, or that promotes violence, criminal behavior, or fraudulent activities. Even if the Affiliate Site is considered suitable, Chime may, at any time, terminate the Agreement if the Affiliate Site is then determined (at Chime’s sole discretion) to be unsuitable for the Affiliate Program, regardless if the Affiliate Site has not changed since the time the Affiliate’s application was first accepted. You hereby acknowledge that Chime can rely on all of your representations in your application.
2. Affiliate Eligibility
Affiliate must be a legal resident of the United States in order to be eligible to participate in the Affiliate Program. If an Affiliate no longer resides or does business legally in the United States, the Affiliate will no longer be eligible to participate in the Affiliate Program.
3. Affiliate Link
Following acceptance and registration in the Affiliate Program you will be issued an Affiliate Link which will be unique to you and you only, and will allow you to be paid the Commission for qualified Affiliate referrals. The Affiliate Link consists of an internet hyperlink to the Uniform Resource Locator (“URL”) of https://www.chime.com with a unique code appended to the end of the URL that will be unique to each Affiliate Program participant.
4, Use of Link and Chime Marks
During the term of the Agreement, Chime hereby grants Affiliate (i) a limited, revocable, non-exclusive and non-transferable, non-sublicensable license to place the Affiliate Link on the Affiliate Site during the term of the Agreement, and (ii) a limited, revocable, non-exclusive and non-transferable, non-sublicensable license to use Chime logos, brands, trade names, trademarks, service marks and similar identifying material (including as they appear within the Affiliate Link ) (collectively, the “Chime Marks”), solely for the purpose of promoting Chime and the Chime Website within the terms of the Affiliate Program and subject to the terms and conditions of the Agreement. Affiliate acknowledges and agrees that: (a) the Affiliate Link and Chime Marks will be used only as permitted hereunder for purposes of promoting the Chime Website and Chime products and such license may not be sub-licensed, assigned or otherwise transferred; (b) Affiliate will use the Affiliate Link and Chime Marks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Chime. Affiliate may not alter, modify or change the Affiliate Link and/or Chime Marks in any way whatsoever; (c) Affiliate will use the Affiliate Link and/or Chime Marks only in a manner that reflects favorably on Chime; (d) the Chime Marks are and shall remain the sole property of Chime and/or its licensors; and (e) Affiliate shall not, now or in the future, contest the validity of any Chime Mark or use any term or mark confusingly similar to the Affiliate Link and/or Chime Marks.
The aforementioned license terminates automatically and irrevocably upon termination of the Agreement. In addition, Chime may revoke Affiliate’s license to use the Affiliate Link and/or the Chime Marks at any time by providing written notice to Affiliate. Affiliate acknowledges that the Affiliate Link and Chime Marks are provided on an “as is” basis and without any warranty whatsoever. Affiliate further acknowledges that Affiliate did not pay any consideration for use of the Affiliate Link and/or the Chime Marks and use of the Affiliate Link and/or the Chime Marks shall not be construed as a grant to Affiliate of any right, interest or title in or to the Affiliate Link, the Chime Website, Chime products and/or the Chime Marks, except the limited right to use same in accordance with the Agreement.
Prohibited Activity: (a) If Affiliate’s use of any Affiliate Link is not in compliance with the Agreement, Chime may block Affiliate’s access to the Affiliate Link it is using. Affiliate may not make any representations, warranties or other statements concerning Chime, except as expressly authorized herein and not make any false, misleading or disparaging representations or statements with respect to Chime, and/or the Chime Website, or (b) engage in any other practices which may adversely affect the credibility or reputation of Chime and/or the Chime Website, including but not limited to using any Affiliate Link or Chime Mark in any manner, or having any related content posted to Affiliate Site, that (i) is illegal, harmful, threatening, defamatory, obscene, sexually explicit; (ii) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age and/or any illegal activities; (iii) violates any intellectual property or other proprietary rights of any third party; (iv) contains profanity or otherwise contains materials that Chime informs Affiliate it considers objectionable; (v) implies or creates any inference that Chime is a bank.
5. Affiliate Obligations and Responsibilities
Affiliate will use best efforts and shall devote reasonable amounts of time, personnel and resources to promote the Affiliate Link on the Affiliate Site and other sites with respect to which Affiliate has or will have a marketing arrangement for Referrals (as defined below). Affiliate bears all costs and expenses for its activities, including any billing and processing fees if applicable. Affiliate has sole responsibility for the development, operation, and maintenance of all content, including but not limited to product reviews, articles, and advertisements on or linked to the Affiliate Site.
Affiliate shall ensure the Affiliate Site does not copy or resemble the look and feel of the Chime Website or create the impression that the Affiliate Site is endorsed by Chime or is a part of the Chime Website, without receiving prior written permission from Chime.
All third party arrangements, including distribution channels such as Affiliate Sites are subject to the requirements of the Third Party Risk Management Program administered by the financial institution providing banking services to Chime and Chime members/users (the “Bank”), including initial and ongoing due diligence requirements at the Bank’s discretion.
Affiliate shall perform the obligations described hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations including data protection and anti-SPAM laws and regulations. Affiliate shall comply with any applicable data protection and privacy requirements and any analogous legislation in any and all jurisdictions applicable to the Referrals.
Affiliate shall comply with the terms, conditions, guidelines and policies of any third party servicers used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
6. Anti-SPAM Policy
Affiliate must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent by Affiliate in connection with the Affiliate Program must include the appropriate party's opt-out link.
It is Affiliate’s sole obligation to ensure that all email correspondence associated with the Affiliate Program complies with the Act.
7. Important Affiliate Program Definitions and Guidelines
A “Referral” means a unique user who clicks a Chime Link on the Affiliate Site, (i) who is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method intended to appear like an individual, natural live person, (ii) who is not using pre-populated fields, and (iii) who is not already a Chime member/user or in the process of becoming a member/user of Chime
A “Registered Referral” means a Referral who (i) has completed the registration process on the Chime Website after arriving there solely through use of an active Affiliate Link on the Affiliate Site where the Affiliate Link is the last link necessary to reach the Chime Website and (ii) has been approved by Chime to open a Chime Spending Account.
Chime reserves the right to refuse to complete the registration process for any Referral or to close the Chime Spending Account of any Registered Referral if necessary in its sole discretion in order to comply with any requirements Chime may periodically establish, including without limitation those with regard to fraud, unlawful activity, breach of the terms and conditions of use, or otherwise.
To permit accurate tracking, reporting, and Commission accrual, Affiliate must ensure the Affiliate Link between Affiliate Site and the Chime Website is properly formatted throughout the entire term of the Agreement.
Because the Commission represents the complete and entire compensation payable to the Affiliate for performing under the Agreement, Affiliate will not seek further compensation from Chime or any of its affiliates.
Payment Terms. All Commissions will be paid to Affiliate on a monthly basis, within 45 days after the end of the applicable calendar month during the term hereof.
All tracking of Affiliate Links and determinations of Qualified Actions and Commissions shall be made by Chime in its sole discretion. Such determinations and processing of Qualified Actions can take several days. Accordingly, Commissions for some Qualified Actions will be paid in the calendar month following accrual of the Commission.
In the event Affiliate disputes in good faith any portion of a Commission statement, Affiliate must submit the dispute to Chime in writing and in sufficient detail within sixty (60) days of the date on the statement. If Affiliate does not dispute the statement as set forth herein, then Affiliate agrees it irrevocably waives any claims based upon that statement. In the event Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide Chime with Affiliate's reports within three (3) days after the 30th day of the calendar month, and if the statistics reported by Chime and Affiliate vary by more than 10% and Chime reasonably determines Affiliate has used generally accepted industry best practices to track Qualified Actions, then Chime and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Chime’s statistics shall govern.
Affiliate is responsible for the payment of all taxes and compulsory payments payable with respect to the Commission, and shall submit to Chime its information using a W-9 Form or W-8 Series Form as applicable (the “W-Forms”) to allow Chime to complete its filings to the U.S. Internal Revenue Service. Chime may delay payments of Commissions in the event Affiliate fails to submit the W-Form as applicable.
Chime retains the right to review and audit all paid Commissions for possible fraud, criminal activity, irregularities, or errors, whether such sanctionable activities be attributable to the Referral or the Affiliate. Chime in its sole discretion shall withhold the payment of any outstanding Commissions to Affiliate if Chime concludes Affiliate has created false Chime member account(s) for the purpose of generating Commission payments.
Any incidence of fraud on the part of Affiliate including without limitation the opening of false Chime member accounts, constitutes a breach of the Agreement, and Chime shall have the right to terminate the Agreement immediately in the event of such breach, without derogating from other remedies available to Chime under law or in equity. Further, in the event Chime concludes fraud or other sanctionable activity has occurred, either on the part of Affiliate or on the part of a Referral, Affiliate shall no longer be entitled to receive any Commissions which have accrued to its benefit at such time whether such commissions were generated through sanctionable activity or legitimately.
Affiliate must provide accurate details regarding the manner and information relating to the preferred method of receiving Commissions. Chime shall not be liable for delayed receipt of Commissions if Affiliate provides inaccurate payment details. In any event, other than in case of fraud, delays up to 60 days in payment of Commission shall not constitute breach of the Agreement.
9. Proprietary Rights
The Chime Marks and the Chime Website, Affiliate Links, any content therein, including all Chime marketing and/or promotional materials and demographic and other information and data therein, and all software, tools, documents, processes, methodologies, know-how, and any additional intellectual or other property used by or on behalf of Chime together with all copyrights, trademarks, patents, trade secrets and any other intellectual property rights attached and/or related thereto (collectively, “Chime Property”) and any derivatives and/or modifications thereto, are and shall remain the sole and exclusive property of Chime and/or its licensors. Nothing in the Agreement shall confer on the Affiliate any right of ownership in the Chime Property and all use thereof by the Affiliate shall inure to the benefit of Chime.
10. Representations and Warranties
Without derogating from, and in addition to, any of Affiliate’s other representations, warranties, covenants and obligations contained in the Agreement, Affiliate hereby represents and warrants to Chime the following: (1) the execution, delivery and performance by Affiliate of the Agreement and the consummation by Affiliate of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which Affiliate is subject to; (2) Affiliate has the capacity and authority to execute the Agreement; and (3) Affiliate is not involved or intends to be involved in or is aware of any act or traffic that involves and that constitutes or can be reasonably expected to constitute fraud or illegal activity, including but not limited to money laundering, under any applicable law, rule or regulation.
11. Term and Termination
The Agreement shall be in effect as of Chime’s acceptance of Affiliate into the Affiliate Program and until participation in the Affiliate Program is terminated by either Chime or Affiliate. Either Chime or Affiliate may immediately terminate the Agreement, at any time, with or without cause, by giving the other party written notice of termination, where such notice may be served via fax or e-mail. Chime reserves the right to withhold Affiliate’s final Commission payment for a reasonable time to ensure that the correct amount is paid, provided however if termination is due to fraudulent accounts/activity, then Affiliate shall not be entitled to any Commission.
Upon termination of the Agreement for any reason: (a) each party shall return to the other party all property of the other party in its possession or control (including Chime Marks and any related materials, and all Confidential Information (defined in Section 12, below); (b) Affiliate shall immediately cease displaying any Affiliate Links, Chime Marks and/or anything related to Chime branding appearing on the Affiliate dashboard and any website or otherwise and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licensed or created by Chime and/or provided by or on behalf of Chime to Affiliate pursuant to the Agreement or in connection with the Affiliate Program; and (c) all rights granted to Affiliate hereunder will immediately cease.
Following termination of the Agreement and Chime’s payment to Affiliate of Commissions due at such time of termination in accordance with the Agreement, Chime shall have no obligation to make any further payments to Affiliate.
12. Confidential Information
Chime may disclose to Affiliate certain information that Chime considers confidential ("Confidential Information") as a result of participation in the Affiliate Program. Confidential Information includes, without limitation, non-public website, business and financial information relating to Chime, vendor lists relating to Chime, and any members of the Affiliate Program. Confidential Information also includes any information designated as confidential or that would be reasonably understood to be confidential from the nature of the information and circumstances surrounding its disclosure.
You shall keep all Confidential Information strictly confidential and secret and shall not, nor permit or encourage any third party to, disclose any Confidential Information or utilize, directly or indirectly, any Confidential Information for any purpose other than in connection with your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process.
13. Sections 9 and 12 through 17 shall survive termination of the Agreement.
14. Disclaimer of Warranty
CHIME MAKES NO WARRANTIES HEREUNDER, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, CHIME FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE CHIME WEBSITE MADE AVAILABLE THEREBY DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION. IN ADDITION, CHIME MAKES NO REPRESENTATION THAT THE OPERATION OF THE CHIME AFFILIATE LINKS AND/OR THE CHIME WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
15. Limitation of Liability
CHIME AND ITS AFFILIATED ENTITIES SHALL HAVE NO LIABILITY UNDER THE AGREEMENT OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR DEATH OR BODILY INJURY, CHIME’S MAXIMUM LIABILITY TO AFFILIATE UNDER THE AGREEMENT FOR ANY CLAIM OR DAMAGES HOWSOEVER ARISING WILL BE LIMITED TO THE COMMISSION PAID TO AFFILIATE BY CHIME DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE DAMAGES.
Affiliate agrees to indemnify, defend and hold harmless Chime and its affiliated entities, including their directors, officers, employees, subcontractors and agents (collectively, the “Indemnified Parties”), from and against any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) Affiliate’s breach of any representation, warranty, obligation or covenant under the Agreement; (b) Affiliate’s gross negligence or willful misconduct; or (c) any warranty, condition, representation, indemnity or guarantee relating to Chime and/or the Chime Website made by Affiliate.
The Indemnified Party shall promptly provide Affiliate with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs and shall provide reasonable assistance to Affiliate in the defense thereof. The Indemnified Party shall have the right to defend such claim if in its reasonable opinion Affiliate fails to effectively do so. No settlement intended to bind the Indemnified Party shall be final without the Indemnified Party’s written consent, which shall not be unreasonably withheld.
17. General Provisions
â Entire Agreement. The Agreement is the entire understanding between the parties relating to the subject matter of the Agreement and supersedes any and all prior agreements, representations, negotiations or understandings in relation to its subject matter.
â No Waiver. The failure of either party to enforce (or delay in enforcing) at any time for any period any one or more of the terms of the Agreement shall not be a waiver of such term(s) or of the rights of such party at any time subsequently to enforce all the terms of the Agreement.
â Independent Contractors. The parties to the Agreement are independent contractors and nothing in the Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
â All the terms and provisions of the Agreement shall be binding upon and inure to the benefit of the parties to the Agreement and to their respective heirs, successors, assigns and legal representatives. Affiliate shall have no right to assign or otherwise transfer the Agreement, or any of its rights or obligations hereunder, to any third party without prior written consent from Chime, to be given or withheld at the sole discretion of Chime. Chime shall be entitled to assign the Agreement at its discretion.
â If any provision of the Agreement is invalid, illegal or unenforceable for any reason, such provision shall be severed and the remaining provisions of the Agreement shall continue in full force and effect as if the Agreement had been executed with the invalid, illegal or unenforceable provision eliminated.
â Applicable Laws. The Agreement shall be governed, construed and enforced in accordance with the laws of the state of California. Each party agrees that any legal action, proceeding, controversy or claim between the parties arising out of or relating to the Agreement may be brought and prosecuted only in a court of law in the County of San Francisco, CA, and by execution of the Agreement each party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.
If you have any questions, please contact Chime at firstname.lastname@example.org