AFFILIATE PROGRAM AGREEMENT
This is agreement is up-to-date as of August 25th, 2024..
https://www.changingcourses11.com/agreement
Please make sure that you are reading the whole agreement. That you understand the agreement. And that you are willing to comply with the terms of the agreement.
This agreement (“Agreement”) is between you (the “Affiliate” and “you” and “your”) and us “Changing Courses 11” and “Roadmap Exclusive”) (collectively referred to as “The Parties”) and governs your participation in the Roadmap Exclusive Affiliate Program (“Affiliate Program”). The terms and conditions herein ensure the mutual success and understanding of The Parties.
1. NATURE OF PARTNERSHIP.
The Affiliate is deemed an independent contractor per this Agreement. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship of any kind
between the Parties. The Affiliate is solely responsible for all taxes, withholdings, fees, or other statutory or contractual obligations incurred under this Agreement. The Affiliate does not have the power or authority to contract or bind Changing Courses 11, LLC in any way.
2. NON-EXCLUSIVITY.
This Agreement creates a non-exclusive relationship between the Affiliate and Changing Courses 11. The Affiliate shall have the right to work with other products or be an affiliate of other companies.
Changing Courses 11 shall have the right to work with other affiliates inconjunction with the Roadmap Exclusive course and any other product related to.
3. AFFILIATE PROGRAM.
Changing Courses 11 operates an affiliate marketing program (“Affiliate Program”) that allows third party Affiliates to advertise, promote, and market Changing Courses 11’s product, the Roadmap
Exclusive, in accordance with the terms of this Agreement. In exchange for advertising, promotion, and marketing, Affiliates are paid a commission on sales of the Roadmap Exclusive generated by the Affiliates. The Affiliate Program is hosted through searchie.io, a third-party platform used to manage and sell the Roadmap Exclusive courses. Affiliates may be required to sign up for their own account on searchie.io in order to access the Roadmap Exclusive courses and may be subject to separate terms and conditions for their use of searchie.io, its website, and its services. Changing Courses 11, LLC is partnered with Stan Store, an affiliate platform that will house the Affiliate Program. Stan Store will be responsible for actions including, but not limited to, tracking affiliate sales and earnings and2
processing and paying out earned commissions. Affiliates may be subject to separate terms and conditions for their use of Stan Store, its website, and its services. Upon joining the Affiliate Program, Affiliates will be given a link in which they can use to advertise, promote, and market Roadmap Exclusive. When a customer purchases Roadmap Exclusive through the Affiliate’s link, it will be
tracked and attributed to the Affiliate through Stan Store according to their terms and conditions and commissions earned will be paid out to Affiliate per Section 4 of this Agreement.
4. COMMISSIONS AND PAYMENTS.
The Affiliate Program is a Pay-Per-Sale commission structure; Affiliates earn a commission for each sale generated through their affiliate link. Affiliates will earn a one-time sale commission rate equal to 80% of the purchase price of Roadmap Exclusive. An Affiliate becomes eligible to receive a commission when the customer has completed the purchase of Roadmap Exclusive. Commissions are considered earned once the refund period has lapsed and payment to the Affiliate has
been processed. Sales of the Roadmap Exclusive and commissions earned by Affiliates are
processed by Stan Store. Commissions earned will be split at the time of sale and held per the terms and conditions of Stan Store. Changing Courses 11 offers customers a three (3) day buyer’s remorse period for Roadmap Exclusive in which the customer can submit a request for a refund if the product does not live up to the standards expected. If a customer’s refund request is granted, the Affiliate will not earn commission for that sale. Initiating chargebacks may be considered fraudulent if initiated after the refund period has expired. Please refer to Changing Courses 11, LLC’s Refund Policy for any questions or concerns related to refunds.
5. LINK AND BRAND PROMOTION TERMS.
Affiliates agree to the following terms and conditions in their advertising, marketing, and promotion of their affiliate link and the Roadmap Exclusive brand:
a. Affiliates shall not make income or lifestyle claims of any kind including, but not limited to, claims of how much income the Affiliate has derived from the Affiliate Program, items, experiences, or services Affiliate was able to purchase using income derived from the Affiliate Program, or any other advertising, marketing, or promotion related to3 monies or lifestyle associated with income derived from the Affiliate Program. This undermines the integrity of Roadmap Exclusive and the mission of Changing Courses 11, LLC to encourage customers to build something of value rather than chasing a particular income or lifestyle.
b. Affiliates shall not advertise, promote, or market their affiliate link on image sharing media websites such as Pinterest, Houzz, Snap, or any similar websites.
c. Affiliates shall not advertise, promote, or market their affiliate link on any e-commerce websites including, but not limited to, Etsy, Ebay, or Shopify.
d. Affiliates shall not advertise, promote, or market their affiliate link on any online course platform including, but not limited to, Teachable, Kajabi, or Coursera.
e. Affiliates shall not advertise, promote, or market their affiliate link on any website whose terms and conditions expressly prohibit the advertising, promotion, or marketing of affiliate links. f. Affiliates shall not sell the Roadmap Exclusive in a bundle with any other digital or physical products without the prior written consent of Changing Courses 11, LLC.
g. Affiliate shall not provide cashback offers or giveback offers of any kind related to their advertisement, promotion, and marketing of their affiliate link for Roadmap Exclusive or their participation in the Affiliate Program.
6. PROHIBITED USES.
Affiliates, and customers of Roadmap Exclusive shall not participate in acts including, but not limited to, livestreaming, streaming of any kind outside the Roadmap Exclusive Agreement or on any other
platform, screen recording or filming on any device, or downloading of Roadmap Exclusive courses without the prior written consent of Changing Courses 11, LLC.
7. AFFILIATE LINK.
Changing Courses 11, LLC is not responsible for a customer clicking on the wrong link or clicking on multiple links. If an Affiliate’s link is not working properly, you will need to visit4 Changingcourses11.courses and submit a form. Changing Courses 11 does not guarantee an Affiliate a response to an inquiry if it is submitted outside of the applicable form. Changing Courses 11 will do its best to resolve inquiries within 3-5 business days from submission of an inquiry.
8. TERM AND TERMINATION.
a. This Agreement shall be valid and enforceable for as long as the Affiliate participates in the Affiliate Program or until the Affiliate’s status is terminated.
b. Either Party may terminate this Agreement without cause by giving fifteen (15) days written notice to the other party.
c. Changing Courses 11, LLC may terminate this Agreement immediately with cause due to events including, but not limited to, (i) your material breach of this Agreement so long as Changing Courses
11 provides Affiliate with written notice of material breach and Affiliate does not cure the material breach within ten (10) days of receiving notice, (ii) your failure to uphold applicable federal, state, or
local laws, rules, regulations, or guidelines related to the Affiliate Program or your advertising, promotion, or marketing of products within the Affiliate Program, (iii) your failure to agree to updated
terms and conditions in this Agreement, or (iv) any actions that may negatively reflect on Changing Courses 11, LLC, its owners, employees, agents, or products.
d. If this Agreement was terminated by Changing Courses 11, LLC with cause, the Affiliate may apply for reinstatement by application and proof of cure of the cause for original termination.
e. All commission payments due and owed to an Affiliate whose Agreement has been terminated will be paid out according to Section 4 of this Agreement.
f. Upon termination of this Agreement, all rights and licenses granted to Affiliate hereunder shall be revoked immediately. Termination of this Agreement does not relieve either party of any ongoing obligations under this Agreement including, but not limited to, confidential information, intellectual property, payment of commissions, and5 indemnification.
9. DISCLAIMER OF LIABILITY.
Changing Courses 11, LLC makes no representations or warranties regarding the success of an Affiliate, the number of sales an Affiliate may achieve, or the condition or quality of the product. Changing Courses 11, LLC does not guarantee any revenues, profits, or successes to its Affiliate.
The Affiliate is responsible for all aspects of the development, content, operation, marketing, promotion, advertising or else of its website or platform so long as it is in compliance with the terms and conditions of this Agreement and all federal, state, and local laws, rules, regulations, or guidelines. Changing Courses 11, LLC is not responsible for any claims, damages, or losses arising out of or related to an Affiliate’s participation in the Affiliate Program. Affiliate agrees to indemnify and hold harmless Changing Courses 11, LLC from any and all third-party claims, liability, damages, expenses, and costs arising from the Affiliate’s participation in the Affiliate Program.
10. AFFILIATE REPRESENTATIONS AND WARRANTIES.
Affiliate represents and warrants that it has all rights, powers, and authority to enter into this Agreement, that you understand the terms and conditions herein, and that you have the ability to perform the obligations under this Agreement. Affiliate represents and warrants that its execution of this Agreement and its performance herein does not violate or conflict with any other agreement to
which they are a party to or any applicable federal, state, or local laws, rules, regulations, and guidelines. Affiliate represents and warrants that all statements, claims, information, and representations provided to Changing Courses 11, LLC through use of the Roadmap Exclusive, participation in the Affiliate Program, and otherwise are truthful and accurate. Affiliate represents that, where necessary, any required licenses, permits, or other authorizations are in good standing and compliant in accordance with applicable federal, state, and local laws. Affiliate represents and warrants that they are responsible for staying compliant with any federal, state, and local laws, rules, regulations, guidelines, and requirements that apply to participation in the Affiliate6 Program.
11. CONFIDENTIALITY.
“Confidential Information” means any proprietary or confidential information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is either marked “Confidential” or
otherwise reasonably understood to be confidential given the circumstances of the disclosure. Confidential Information includes, but is not limited to, information related to Changing Courses 11 and their product, Roadmap Exclusive’s business, operations, products, customers, plans, finances,
software, or any other information that is not publicly known but Affiliate has access to throughout their participation in the Affiliate Program. The Affiliate shall hold the Confidential Information in strict confidence and shall not disclose such information to any third party without the prior
written consent of Changing Courses 11. Affiliate agrees that a breach of confidentiality will leave Changing Courses 11 suffering irreparable injury and damage in which there is no adequate legal remedy. Affiliate agrees that a breach, or threatened breach, of confidentiality by Affiliate allows Changing Courses 11 to see injunctive relief or other equitable relief as a remedy without the necessity of proving actual damages or posting bond.
12. INTELLECTUAL PROPERTY.
Changing Courses 11, LLC retains all rights and ownership in all intellectual property including, but not limited to, copyrights, patents, trademarks, service marks, trade secrets, confidential information, and other proprietary rights of Changing Courses 11, LLC, Roadmap Exclusive, and any other product owned by Changing Courses 11. This Agreement grants the Affiliate a limited, non-exclusive, non-
transferrable license to use the Roadmap Exclusive product within the scope of the Affiliate Program and the terms of this Agreement. Affiliate may not sub-license any intellectual property covered in this Agreement without the prior written consent of Changing Courses 11, LLC. Affiliate shall not remove any proprietary notices or marks displayed on any of Changing Courses 11, LLC’s intellectual property or promote or advertise the Roadmap Exclusive product without any proprietary notices or marks present on the intellectual property. Changing Courses 11, LLC has the sole right to enforce its intellectual property rights in their intellectual property. Affiliate agrees that infringing on intellectual property rights will leave Changing Courses 11 suffering irreparable injury and damage in which there is no adequate legal remedy. Affiliate agrees that intellectual property7 infringement by Affiliate allows Changing Courses 11 to see injunctive relief or other equitable relief as a remedy without the necessity of proving actual damages or posting bond.
13. FTC COMPLIANCE.
a. Affiliates shall comply with all applicable federal, state, and local laws, regulations, and policies in connection with participation in the Affiliate Program including, without limitation, any laws, rules, or
regulations governed by the Federal Trade Commission and the Federal Trade Commission Act.
b. Affiliates agree that any advertising and marketing communications and promotions of Roadmap Exclusive or any other Changing Courses 11, LLC products within the Affiliate Program will be truthful and compliant with the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. Any deceptive or misleading advertising or marketing practices are not endorsed or supported by Changing Courses 11, LLC and shall lead to your termination as an Affiliate per Section 8 of this Agreement.
c. Affiliates agree that while advertising and promoting products within the Affiliate Program, the Affiliate will clearly and conspicuously disclose its relationship with Changing Courses 11, LLC and that the Affiliate is receiving compensation for any purchases made through their advertising, marketing, and promotion of Roadmap Exclusive or any other Affiliate Program products.
d. Affiliates shall maintain adequate substantiation to support any claims made about Roadmap Exclusive, Changing Courses 11, LLC or any other affiliated product or service. Affiliates shall cooperate with any request made by Changing Courses 11, LLC, customers, or governmental agencies to substantiate any claims made by the Affiliate regarding, but not limited to, quality of the product or service, the amount of commission made by the affiliate, the advertising and marketing practices of the Affiliate, and the relationship between the Affiliate and Changing Courses 11, LLC.
e. Changing Courses 11, LLC reserves the right to review, monitor, or otherwise approve any advertising or marketing materials created by and published or intended to be published by the Affiliate. Changing8 Courses 11, LLC reserves the right to request changes of Affiliate’s marketing materials for compliance purposes and Affiliate agrees to either make any requested changes promptly or remove the non-compliant advertising or marketing materials within seven (7) days of
Changing Courses 11, LLC’s request.
14. PROPRIETARY RIGHTS.
This Agreement does not grant Affiliate a license to the Roadmap Exclusive product, or any other product created by Changing Courses 11, LLC. Roadmap Exclusive and other Changing Courses
11 products are protected by intellectual property rights and belong solely to Changing Courses 11, LLC. Affiliates agree not to copy, sell, distribute, lease, assign, rent, or create derivative works from any Roadmap Exclusive content or other products created by Changing Courses 11, LLC. Affiliate use
is strictly limited to the promotion and advertising of the Roadmap Exclusive product according to the terms of this Agreement.
15. ASSIGNMENT.
This Agreement is between the Affiliate and Changing Courses 11, LLC. The Affiliate agrees not to assign or transfer, whether by gift, merger, sale, control, or otherwise to another person or company without the prior written consent of Changing Courses 11, LLC. Changing Courses 11, LLC has the right to assign this Agreement to another person or company by way of gift, merger, sale, transferring control, or otherwise.
16. GENERAL PROVISIONS.a. AMENDMENT.
Changing Courses 11, LLC may update and change any part or all of this Agreement, including and up to replacement in its entirety. If an update or change to this Agreement is made, the updated Agreement will be made available to you and will become effective on the next business day after you have been notified of the change. The date of the updated Agreement will become the new
effective date of the Agreement. If an Affiliate does not agree to the terms of the updated agreement, the Affiliate can choose to terminate the Agreement per the terms of the Agreement.
b. APPLICABLE LAW.
This Agreement shall be construed and governed by the laws of the State of Tennessee. If either party
initiates an action in connection with this Agreement, the exclusive jurisdiction and venue shall be in either the Circuit Court for Williamson County, Tennessee, or the United States District Court for9
the Middle of Tennessee.
c. DISPUTE RESOLUTION.
Should a dispute arise in connection with this Agreement, and after a good-faith attempt by the Parties or their respective agents to resolve such dispute, the Parties agree to attend mediation in accordance with Tennessee Supreme Court Rule 31 before commencing any further legal proceedings. Mediation will be governed by a Rule 31 Mediator and held in Williamson County, Tennessee within thirty (30) days of notice of mediation being given to a party unless otherwise agreed to, in writing, by the parties. The Parties shall share the cost of mediation evenly. If the parties cannot agree on a mediator within ten (10) days of notice of mediation being given to a party, the parties must notify a court of competent jurisdiction and the court shall nominate a Rule 31
Mediator according to Tennessee Supreme Court Rule 31, Section 4(b).
d. FORCE MAJEURE.
Neither party shall be liable for any failure or delay in performance under this Agreement due to causes, including but not limited to, acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, wars, sabotage, third party industrial disputes, pandemics, electrical, internet, or telecommunications outages, and government actions that are beyond the reasonable control and without the fault or negligence of either Party. Each Party will make reasonable efforts to mitigate the damage as a result of such an event.
e. SEVERABILITY.
In the event any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction or applicable law, then the invalid or unenforceable provision will be superseded by a valid or enforceable provision that most closely mirrors the intent of the original and the remainder of the Agreement shall be deemed to be in full force and effect.
f. INDEMNIFICATION.
Affiliate agrees to indemnify, defend, and hold harmless Changing Courses 11, LLC against any third-party action or proceeding brought against us, our officers, employees, agents, owners, licensors, and affiliates by a third party not affiliated with Changing Courses 11, LLC to the extent that the action or proceeding arises out 10 of your participation in the Affiliate program, your negligence, your
noncompliance with this Agreement or applicable laws, or any other actions done by you or your agents. You or your agents shall not accept any settlement that imposes any obligation or liability onto Changing Courses 11, LLC or requires us to make an admission, perform any action, or pay any settlement without the prior written consent of Changing Courses 11, LLC.
g. COSTS AND EXPENSES.
In the event it becomes reasonably necessary for Changing Courses 11 to institute any legal proceedings, litigation, mediation, or other dispute resolution of any kind to enforce its provision(s) of this Agreement, Changing Courses 11 shall be entitled to a judgement for its reasonable attorney’s fees, expenses, and costs if it is the prevailing party in any such legal proceedings, litigation, mediation, or other dispute resolution of any kind.
h. NOTICES.
Notices will be sent to the contact addresses set forth herein and will be considered delivered upon receipt: To Changing Courses 11, LLC: 725 Cool Springs Boulevard, Suite 600, Franklin, TN 37067. To you: The address provided in our affiliate account information for you along with electronic notice being delivered to you via the email address on record in our account information for you.
i. ENTIRE AGREEMENT.
This Agreement is intended to be the entire agreement between the Affiliate and Changing Courses 11, LLC. This Agreement supersedes any prior agreement between the parties related to the subject matter herein. The terms of this Agreement are intended to be the only terms of the Agreement between the parties and proposed changes to current terms or additional or different proposed terms will not be considered or accepted by Changing Courses 11.
j. AUTHORITY.
Each party represents and warrants that they have the full power and authority to enter into this Agreement and that it is binding upon each party and enforceable according to the terms herein.issues or violates terms and conditions.